In re Tama Beef Packing Inc.

283 B.R. 274, 2002 Bankr. LEXIS 929, 2002 WL 2001482
Procedural entryThis page is a short order in In re Tama Beef Packing Inc.. Read the opinion of the Court — 277 B.R. 407
United States Bankruptcy Court, N.D. Iowa·Decided August 20, 2002·No. No. 01-03822·Published

Opinion

ORDER RE APPLICATION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM

PAUL J. KILBURG, Chief Judge.

The pending Application for Payment of Administrative Expense Claim filed by AgriProcessors, Inc. was heard on July 9, 2002. Attorney Jeff Courter represented AgriProcessors. Renee Hanrahan appeared as Chapter 7 Trustee. Attorney Lynn Wickham Hartman appeared for objector Iowa Quality Beef Supply Network, L.L.C. After hearing arguments of counsel, the Court took the matter under advisement. The time for filing briefs has now passed and this matter is ready for resolution. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A), (B).

STATEMENT OF THE CASE

Debtor Tama Beef Packing, Inc. filed a Chapter 11 petition on November 8, 2001 which was eventually converted to Chapter 7. The only asset of value to the bankruptcy estate was Debtor’s lease of real property with the City of Tama. Early in the case, the City sought rejection of the lease. Instead, Trustee attempted to market the lease. AgriProcessors, Inc. was, initially, the only interested party. It made an offer to Trustee for assignment of Debtor’s rights in the lease. The City urged the Court and Trustee to reject the offer. Subsequently, Iowa Quality Beef made a higher offer which was ultimately accepted by Trustee and approved by the Court.

AgriProcessors seeks allowance of an administrative claim of approximately $47,000 for expenses arising from its pursuit of the lease assignment. This amount includes legal fees and expenses of $36,700, environmental engineering fees and expenses of $7,100, accounting fees of $2,300 and travel costs of $800. AgriProcessors argues that these amounts are fair and reasonable and were necessary as part of its due diligence and lease negotiations. It asserts that but for its offer to Trustee, the lease would have been rejected and no assets would have remained in the bankruptcy estate. AgriProcessors argues that its involvement in the case ultimately generated $153,000 from Iowa Quality Beef, the successful lease assignee, for the benefit of the estate. Absent this payment by Iowa Quality Beef, it asserts, the estate would have been valueless.

Trustee supports AgriProcessors’ request for an administrative priority claim. She states that if AgriProcessors had not made an offer for assignment of the lease, there would have been no other offers. AgriProcessors was the only potential buyer. Prior to its offer, Iowa Quality Beef and the City of Tama were engaged in [276]*276outside negotiations and refused to deal with Trustee.

Trustee states that the bankruptcy estate holds $153,025 in its bank account. Trustee fees and fees and expenses for Trustee’s attorney will total approximately $40,000. Trustee makes a preliminary estimate that other priority claims, including wage claims and taxes, will total $60,000 to $65,000. Debtor’s Schedule E, however, lists total priority claims of $180,298. Unsecured claims total approximately $15 million.

Iowa Quality Beef objects to AgriPro-cessors’ request for an administrative claim. It states it objects on behalf of wage earners who will be its future employees. Iowa Quality Beef understood that its $153,000 payment to the bankruptcy estate for assignment of the lease would go to pay wage earner claims. It asserts that AgriProcessors was acting in its own self-interest in making a bid to purchase Debtor’s lease with the City of Tama. Iowa Quality Beef argues expenses incurred relating to AgriProcessors’ pursuit of the lease do not qualify for administrative expense status.

ADMINISTRATIVE EXPENSE CLAIM

Administrative expenses are priority claims, the allowance of which may diminish the recovery of creditors and other claimants. In re Flight Transp. Corp. Sec. Litig., 874 F.2d 576, 581 (8th Cir.1989). For this reason, priority statutes such as § 503(b) are strictly and narrowly construed. Id.

Section 503(b)(1)(A) gives administrative priority to “the actual, necessary costs and expenses of preserving the estate.” When making a determination under § 503(b)(1)(A), courts consider whether (1) the expense arose from a transaction with the estate, and (2) whether it benefit-ted the estate in some demonstrable way. In re Williams, 246 B.R. 591, 594 (8th Cir. BAP 1999). The claimant has the burden to demonstrate, by a preponderance of the evidence, that the expenses provided a tangible benefit to the bankruptcy estate. Id. The main policy behind granting administrative expense priority only to “actual, necessary” costs and expenses is to provide an incentive for creditors to continue or commence doing business with an insolvent entity. Id.

The key issue is whether the transaction was beneficial to the estate, not whether the creditor should be compensated for a loss it incurred during the case. In re Ramaker, 117 B.R. 959, 962 (Bankr.N.D.Iowa 1990). Incidental benefit to the estate or extensive participation in the case, standing alone, is not a sufficient basis for administrative priority status. In re Van Dyke, 1994 WL 881855, at *4 (Bankr.N.D.Iowa June 10, 1994) (Hoyt, J.); see also In re Midway Airlines, Inc., 221 B.R. 411, 447-48 (Bankr.N.D.Ill.1998). The reasoning under § 503(b)(1)(A) is that “parties subjected to loss and expense as a result of the administration of a bankruptcy estate are entitled to be made whole as a matter of fundamental fairness and should be allowed an administrative claim to implement that result.” In re Hildebrand, 205 B.R. 278, 286 (Bankr.D.Colo.1997) (relying on In re G.I.C. Government Sec., Inc., 121 B.R. 647, 649 (Bankr.M.D.Fla.1990), analyzing Reading Co. v. Brown, 391 U.S. 471, 483, 88 S.Ct. 1759, 20 L.Ed.2d 751 (1968)). The conduct involved must be “actual, necessary” and in an effort to “preserve the estate.” Hildebrand, 205 B.R. at 286.

In In re O’Brien Envtl. Energy, Inc., 181 F.3d 527, 532 (3d Cir.1999), an unsuccessful bidder at the sale of a debtor’s assets sought break-up fees and expenses. The court considered whether the claimant [277]*277was entitled to receive an administrative priority claim for such expenses under § 503(b)(1)(A). Id. The court noted the claimant must “carry the heavy burden of demonstrating that the costs and fees ... provided an actual benefit to the estate and that such costs and expenses were necessary to preserve the value of the estate assets.” Id. at 533. Benefit to the estate could be found if assurance of a break-up fee in the circumstances promoted more competitive bidding or induced a bidder to research the value of the debtor resulting in a dollar figure on which other bidders can rely. Id. at 537.

In In re Communications Management & Info., Inc., 172 B.R. 136, 143 (Bankr.N.D.Ga.1994), the court considered whether efforts of employees of the purchaser of the debtor’s assets and other expenses incurred in relation to the purchase were entitled to administrative priority under § 503(b)(1)(A).

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In re Tama Beef Packing Inc., 283 B.R. 274, 2002 Bankr. LEXIS 929, 2002 WL 2001482 (Iowa 2002).

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