In re the Liquidation of New York Title & Mortgage Co.

160 Misc. 67, 289 N.Y.S. 771, 1936 N.Y. Misc. LEXIS 1392
New York Supreme Court·Decided June 17, 1936·Published·Cited by 7 cases

Opinion

Frankenthaler, J.

This is a motion by the Superintendent of Insurance, as liquidator of New York Title and Mortgage Company, for an order approving and confirming his “ First Preliminary Report and Petition.” The report embodies the action taken by the liquidator upon four claims selected by him as test cases for adjudication,” two of them based on whole mortgage guaranty policies, one on a participation certificate in a single mortgage, and one on four participation certificates in a group series.

More than 40,000 proofs of claim have been filed in the liquidation proceeding, including a blanket proof of claim executed by the Mortgage Commission of the State of New York on behalf of all the certificate holders of the company, which the Superintendent regards as effective to protect the interests of many holders of guaranteed mortgage participation certificates * * * who shall not have filed individual proofs of claim with the Liquidator prior to December 31, 1935.” The Superintendent points out that “ the determination and adjudication of claims based upon whole mortgage guaranty policies and guaranteed mortgage participation certificates involve questions of law which are to a large degree novel ” and that “ there has been no authoritative interpretation of the provisions of Article XI of the Insurance Law, enacted in 1932, to guide the Liquidator in the determination and adjudication of such claims.” In the interest of economy and speed of liquidation, it was, therefore, thought advisable to select a group of cases, representative of the major portion of the claims filed, to make adjudications, and to submit them ” for the court’s consideration “ on notice to all who might be in a position to offer any suggestion.” [72] The present motion to confirm is, in effect, a motion for instructions from this court as to the method or standard or formula which shall be used in allowing the claims that have been filed.” Although the four test cases cannot possibly include every variety of claim asserted against the liquidator, they are typical of a very large portion of the claims filed and also of the bulk of the claims which will' be presented in the liquidation of other mortgage guaranty companies. The Superintendent of Insurance accordingly characterizes this motion as “ probably one of the most important applications made by the Insurance Department to any Court.” He points out that while in form it involves the determination or allowance of only four specified claims on mortgage guarantees, the decision here made will vitally affect the distribution to the mortgage guaranty creditors, including holders of guaranteed participation certificates, of all the guaranteed mortgage companies now in the hands of the State.”

The first question which arises relates to the provability of the claims. Section 404 of the Insurance Law declares, in respect of a domestic insurer whose liquidation has been directed by order of the court, that the rights and liabilities of any such insurer and of its creditors, policy holders, stockholders, members and/or all other persons interested in its estate shall, unless otherwise directed by the court, be fixed as of the date of the entry of the order directing the liquidation of such insurer * * *. Provided, however, that the right of claimants holding contingent claims on said date to share in an insolvent estate shall be determined by section four hundred and twenty-five of this chapter.” Subdivision 3 of section 425 contains the following provision for contingent claims: “ No contingent claim shall share in a distribution of the assets of an insurer which has been adjudicated to be insolvent by an order made pursuant to section four hundred and twenty-four of this chapter except such claims shall be considered, if properly presented, and may be allowed to share where (a) such claim becomes absolute against the insurer on or before the last day fixed for the filing of proofs of claim against the assets of such insurer, or (b) there is a surplus and the liquidation is thereafter conducted upon the basis that such insurer is solvent.” The power of the court to specify a date as of which the liabilities of the insurer shall be fixed may be exercised only at the time of the entry of the order of liquidation. (Matter of Empire State Surety Co., 214 N. Y. 553, 567, 568.) Otherwise the focal date is the day of the entry of the order of liquidation. As the order of liquidation of the New York Title and Mortgage Company specified no time as of which claims should be determined, the provability of claims [73] depends upon their status on July 15, 1935, the date of the entry of the order of liquidation. No claims against the insolvent insurer which were contingent on that day may be allowed (Matter of Empire State Surety Co., supra) unless they became absolute on or before December 31, 1935, the last day fixed for the filing of proofs of claim. (See Insurance Law, § 425, subd. 3.)

The claim upon participation certificates in a group of bonds and mortgages (a so-called group series) was clearly absolute, and not contingent, on July 15, 1935. The provisions of the certificates and of the deposit agreement to which they are subject are substantially the same as those of the certificates and deposit agreement construed by the Court of Appeals in Matter of People (Tit. & Mtge. Guar. Co.) (264 N. Y. 69). Although the company’s obligations in that case were in form those of a guarantor of bonds and mortgages owned by the certificate holders, the court, in an opinion by Judge Lehman, declared that, in substance (pp. 88, 89): “ the guaranty company is a primary debtor, assigning the mortgages only as collateral security for the debt.” This interpretation of the character of the legal relationship between the certificate holders and the guaranty company answers the only argument which could be advanced in support of a contention that the claim is contingent, viz., that the company was a guarantor and, as such, liable only in the event of a default by its principals, the obligors, on the deposited bonds and mortgages.

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In re the Liquidation of New York Title & Mortgage Co., 160 Misc. 67, 289 N.Y.S. 771, 1936 N.Y. Misc. LEXIS 1392 (N.Y. Super. Ct. 1936).

160 Misc. 67 (In re the Liquidation of New York Title & Mortgage Co.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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