In re Old Carco LLC

424 B.R. 650, 2010 Bankr. LEXIS 5, 52 Bankr. Ct. Dec. (CRR) 161, 2010 WL 22426
United States Bankruptcy Court, S.D. New York·Decided January 5, 2010·No. No. 09 B 50002(AJG)·Published·Cited by 3 cases

Opinion

OPINION DENYING MOTION OF RAMIREZ CHRYSLER JEEP DODGE, INC. FOR ALLOWANCE OF ADMINISTRATIVE EXPENSES PURSUANT TO 11 U.S.C. §§ 503(b)(1) AND 507(a)(2)

ARTHUR J. GONZALEZ, Bankruptcy Judge.

Before the Court is a motion seeking administrative expense priority for damages sustained by an automobile dealer as a result of the voluntary termination by the dealer of its sales and service agreements with the automobile manufacturer.

The Court concludes that any claim for damages sustained by the dealer stems from the applicable pre-petition executory contracts. Therefore, any such claim is a pre-petition general unsecured claim not entitled to administrative expense priority.

FACTS

On April 30, 2009, Old Careo LLC f/k/a Chrysler LLC and 24 of its domestic direct and indirect subsidiaries, including Old Careo Motors LLC f/k/a Chrysler Motors LLC (“Chrysler Motors”)1 (collectively, [653]*653the “Debtors”) filed for protection under title 11 of the United States Code (the “Bankruptcy Code”). The Debtors’ cases are being jointly administered for procedural purposes, pursuant to Rule 1015(a) of the Federal Rules of Bankruptcy Procedure. On May 5, 2009, an Official Committee of Unsecured Creditors (the “Creditors’ Committee”) was formed.

On June 1, 2009, an order was entered, pursuant to section 363 of the Bankruptcy Code, granting the Debtors’ motion to approve the sale of substantially all of the Debtors’ operating assets. Thereafter, on June 9, 2009, an order was entered authorizing the Debtors, pursuant to sections 105 and 365 of the Bankruptcy Code, to reject executory contracts and unexpired leases, including 789 sales and service agreements with domestic car dealerships. The sales and servicing agreements at issue in the instant matter were not included among the 789 rejected agreements. On June 10, 2009, the sale of the Debtors’ assets closed.

Prior to the filing by the Debtors for bankruptcy protection, Ramirez Chrysler Jeep Dodge, Inc. (the “Dealer”) operated as a dealer for each of the Debtors’ three separate lines of automobiles. In 2002, the Dealer entered into separate sales and servicing agreements (the “Dealer Agreements”) 2 with Chrysler Motors for each of those lines of automobiles. Paragraph 28(a) of each of the separate Dealer Agreements provided that the Dealer could “terminate this Agreement on not less than 30 days written notice.” Each Dealer Agreement also provided that, for certain delineated reasons, Chrysler Motors could terminate the Dealer Agreement on 60 days’ notice. Although Chrysler Motor’s right to terminate was limited to certain situations, the Dealer’s right to terminate was not restricted, other than with respect to the requirement that it provide at least 30 days’ notice. The Dealer Agreements also provided that within ninety days of any effective termination under paragraph 28 of the applicable Dealer Agreement, Chrysler Motors would buy, and the dealer would sell, among other things, vehicle inventory and automobile parts, signs, tools, and equipment (the “Repurchase Obligations”).

On March 31, 2009, the Dealer sent a Notice of Termination of Dealer Sales and Service Agreement by Ramirez Chrysler Jeep Dodge, Inc. (the “Termination Notice”). In the Termination Notice, the Dealer expressly referenced its claim based upon Chrysler Motor’s Repurchase Obligations.

In response to the Termination Notice, Chrysler Motors sent a letter, dated May 4, 2009, to the Dealer acknowledging the termination and stating that such termination was “effective April 30, 2009.” In the letter, Chrysler Motors also acknowledged that the termination imposed certain Repurchase Obligations upon it. In addition, Chrysler Motors sought certain details concerning the vehicles subject to the Repurchase Obligations. The Dealer replied by sending an e-mail, dated May 15, 2009, with a chart attached providing information concerning the vehicles.3

[654]*654On August 27, 2009, the Dealer filed a motion in these bankruptcy cases seeking administrative expense priority, pursuant to sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code, for its claim for $1,310,060 allegedly arising from the Repurchase Obligations. The Debtors oppose the Dealer’s motion. A hearing on this matter was held before the Court on October 22, 2009.

Parties’ Contentions

The Dealer argues that it is entitled to an administrative expense priority for its claim arising from the termination of the Dealer Agreements and the resulting Repurchase Obligations imposed on Chrysler Motors by the Dealer Agreements. Initially, the Dealer asserted that the claim was entitled to priority under traditional administrative expense priority standards, arguing that the Dealer bestowed a benefit upon the estates. First, the Dealer alleged that it conferred a benefit upon the estates by voluntarily terminating the Dealer Agreements and sparing the estates the cost of having to reject the Dealer Agreements in the Debtors’ administration of those estates. In addition, the Dealer argued that the estates received a separate benefit because the Dealer worked diligently to continue to sell inventory to reduce the Debtors’ Repurchase Obligations. The Dealer also argued that the vehicles were property of the Debtors’ estates, which estates were benefited when the Dealer preserved such property.

Subsequently, the Dealer asserted that its claim is entitled to administrative priority pursuant to either (i) 28 U.S.C. § 959(b), which requires a trustee or debt- or-in-possession to manage or operate its business in compliance with state law, or (ii) a line of cases that accord administrative priority to certain obligations incident to the operation of a debtor’s business. In support of this argument the Dealer argues that because the state in which the dealership is located has enacted a comprehensive regulatory scheme (the “Dealer Law”) pursuant to its police powers, which scheme was intended to address the disparity in bargaining power between automobile manufacturers and dealers, and because 28 U.S.C. § 959(b) requires a debtor to operate its business in accordance with the requirements of state law, the Debtors were required to operate their business in accordance with the Dealer Law. In addition, the Dealer cites a line of cases that hold that actual and necessary costs warranting administrative priority include costs ordinarily incident to the operation of a business. The Dealer asserts that it is ordinarily incident to an automobile manufacturer’s business to comply with state dealer laws.

The Debtors argue that the origin of the Repurchase Obligation claim is the parties’ entry into the Dealer Agreements in 2002. The Debtors assert that the terms of the Dealer Agreements provided for the Repurchase Obligations to occur upon the subsequent termination of such agreements. The Debtors contend that when a debtor-in-possession has post-petition termination obligations under a pre-petition contract or lease, such obligations are generally found to be pre-petition obligations even if the right to payment arises post-petition.

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In re Old Carco LLC, 424 B.R. 650, 2010 Bankr. LEXIS 5, 52 Bankr. Ct. Dec. (CRR) 161, 2010 WL 22426 (N.Y. 2010).

424 B.R. 650 (In re Old Carco LLC) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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