In re Superior Air Parts, Inc.

516 B.R. 85, 2014 Bankr. LEXIS 3518, 2014 WL 4162860
CourtUnited States Bankruptcy Court, N.D. Texas
DecidedAugust 20, 2014
DocketNo. 08-36705-bjh11
StatusPublished
Cited by2 cases

This text of 516 B.R. 85 (In re Superior Air Parts, Inc.) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, N.D. Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Superior Air Parts, Inc., 516 B.R. 85, 2014 Bankr. LEXIS 3518, 2014 WL 4162860 (Tex. 2014).

Opinion

MEMORANDUM OPINION AND ORDER DENYING MOTION TO ENFORCE FOR LACK OF SUBJECT MATTER JURISDICTION

BARBARA J. HOUSER, Bankruptcy Judge.

Before the Court is the Motion to Enforce [Dkt. No. 684] (the “Motion”) filed by Superior Air Parts, Inc. (“Superior”). By the Motion, Superior claims to seek to enforce the terms of the Third Amended Plan of Reorganization of Superior Air Parts, Inc. and the Official Committee of Unsecured Creditors [Dkt. No. 322] (the “Plan”). The Court heard the Motion on July 22-23, 2014 and August 11, 2014.1 This Memorandum Opinion and Order contains the Court’s findings of fact and conclusions of law with respect to the Motion.

[88]*88I. FACTUAL AND PROCEDURAL BACKGROUND

Superior filed its voluntary petition under Chapter 11 of the Bankruptcy Code in this Court on December 31, 2008, commencing the above referenced bankruptcy case (the “Case”). After some usual and unusual twists and turns in a Chapter 11 case, Superior and the Official Committee of Unsecured Creditors filed the Plan on July 23, 2009. The Plan generally provided for the resumption and continuation of Superior’s business (as described briefly below), but the prepetition equity interests 2 in Superior were cancelled and ownership of Superior was transferred to the Brantley Group (or its designee), who paid a cash contribution of $7 million (subject to adjustment) for all of the equity interests in Superior, as reorganized pursuant to the Plan. Certain prepetition creditors were to be repaid by Superior, as reorganized pursuant to the Plan, while other prepetition creditors were to be paid by the Trustee of a Creditor’s Trust to be created pursuant to the Plan.

On August 27, 2009, this Court confirmed the Plan. Order Confirming Third Amended Plan of Reorganization [Dkt. No. 404] (the “Confirmation Order”). Thereafter, the Plan went effective on September 28, 2009. Notice of Effective Date [Dkt. No. 432], On August 20, 2010, Marla Reynolds, as Trustee of the Superior Creditor’s Trust (the “Plan Trustee”), filed her Application for Final Decree Pursuant to Section 350 of the United States Bankruptcy Code [Dkt. No. 650] (the “Application for Final Decree”). In the Application for Final Decree, the Plan Trustee represented to the Court that she had fully performed her obligations under the Plan and had made a final distribution to creditors. Application for Final Decree at 3. The Case was closed on October 8, 2010.

On March 15, 2012, Superior moved to reopen the Case in response to a lawsuit (the “Lawsuit”) filed against it in the 236th Judicial District Court of Texas by Lycom-ing Engines, a division of Avco Corporation (“Lycoming”), and Textron Innovations, Inc. (collectively, the “Plaintiffs”). Motion to Reopen Case [Dkt. No. 662] (“Motion to Reopen”) at 4. In the Lawsuit, the Plaintiffs sought to prevent Superior from manufacturing, distributing, or selling parts that incorporated the Plaintiffs’ proprietary information. Id. at 4-5. Superior filed its Notice of Removal [AP Dkt.3 No. 1] on March 14, 2012, commencing an adversary proceeding in this Court (the “AP”). Superior argued that this Court should grant the Motion to Reopen because determination of the Lawsuit turned, inter alia, on whether the Plaintiffs’ claims were barred by the Plan and whether the Plaintiffs’ claims violated the Confirmation Order. In the Motion to Reopen, Superior asked that this Court reopen the Case so the Court could “hear and determine the relief requested in the adversary proceeding, enter orders necessary to interpret and implement the Third Amended Plan and Confirmation Order, [89]*89correct any defects or omissions therein, and carry out the purpose and intent of the Third Amended Plan and Confirmation Order.” Motion to Reopen ¶ 25. This Court entered an order granting the Motion to Reopen on May 23, 2012. [Dkt. No. 670],

As for the AP, Superior moved to dismiss it, arguing that: (i) the Plaintiffs claims were barred by the Plan, the Confirmation Order, and the Bankruptcy Code; (ii) the Plaintiffs failed to adequately plead their breach of fiduciary duty claim; (iii) the Plaintiffs failed to adequately plead their misappropriation of trade secrets claim; and (iv) the Plaintiffs failed to adequately plead their fraudulent concealment claims. Defendant’s Motion to Dismiss [AP Dkt. No. 7]. On December 14, 2012, this Court entered its Final Judgment [AP Dkt. No. 72], dismissing all of the Plaintiffs’ claims. On appeal, the District Court affirmed and dismissed the Plaintiffs’ appeal. [AP Dkt. No. 90]. The Plaintiffs then appealed to the Fifth Circuit, but the Fifth Circuit dismissed the appeal on July 11, 2014 pursuant to the Plaintiffs’ motion. [AP Dkt. No. 93]. This Court kept the Case open during the pen-dency of the appeal.

More than a year after the Case was reopened (and while the appeal in the AP was pending), Superior filed its Motion to Show Cause [Dkt. No. 673], pursuant to which it sought an order to show cause why, as relevant here, TAE 4 should not be held in contempt for failing to comply with the terms of the Plan. The Motion to Show Cause was subsequently denied on November 14, 2013 for want of prosecution. [Dkt. No. 682], The next day, Superior filed the Motion. In the Motion, Superior explained why the Motion to Show Cause had not been prosecuted — i. e., that it had entered into a tolling agreement with Dr. Kübler, the German insolvency administrator of TAE, which provided that Superior would not ask this Court to hear the Motion to Show Cause before October 15, 2013. Motion ¶ 26. According to Superi- or, the purpose of the tolling agreement was to give the parties an opportunity to settle their dispute. Id. However, Superi- or stated that during the tolling period, no settlement discussion occurred and, at the conclusion of such period, Superior again made a demand on Dr. Kübler for the return of certain property. Id. ¶¶ 26-27. But the Court, unaware of the parties’ tolling agreement, dismissed the Motion to Show Cause for want of prosecution, precipitating the filing of the Motion.

To put the current dispute into context, some information about Superior’s business will be helpful. Prior to its bankruptcy filing, Superior was a manufacturer of replacement parts for various reciprocating aircraft engines, including engines originally manufactured by Lycoming and Teledyne Technologies a/k/a Teledyne Continental Motors (“TMC”). Superior also manufactured its own aviation gas powered reciprocating aircraft engines known as Vantage Engines and XP-Series Engines. Superior was one of the largest competitors of Lycoming and TMC for the sale of replacement parts for reciprocating aircraft engines.

' The Federal Aviation Administration (“FAA”) had issued Parts Manufacturer Approval (“PMA”) certificates to Superior authorizing Superior to manufacture such replacement aircraft parts. Each PMA was issued by the FAA after a review of an application and supporting data, typically including specifications, designs, test results, drawings, and other technical data [90]*90for each proposed part. Superior’s assets included the intellectual property underlying the PMAs.

As part of its parts business, Superior contracted with various suppliers to manufacture or fabricate its replacement parts to its specifications. One of those suppliers was TAE.5

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Bluebook (online)
516 B.R. 85, 2014 Bankr. LEXIS 3518, 2014 WL 4162860, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-superior-air-parts-inc-txnb-2014.