Kelley ex rel. Petters Co. v. JPMorgan Chase & Co.

464 B.R. 854
CourtDistrict Court, D. Minnesota
DecidedSeptember 21, 2011
DocketCivil Nos. 11-193 (SRN/JJG), 11-194 (SRN/JJG), 11-196 (SRN/JJG), 11-197 (SRN/JJG)
StatusPublished
Cited by15 cases

This text of 464 B.R. 854 (Kelley ex rel. Petters Co. v. JPMorgan Chase & Co.) is published on Counsel Stack Legal Research, covering District Court, D. Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Kelley ex rel. Petters Co. v. JPMorgan Chase & Co., 464 B.R. 854 (mnd 2011).

Opinion

MEMORANDUM OPINION AND ORDER

SUSAN RICHARD NELSON, District Judge.

This matter is before the Court on Defendants’ motion for withdrawal of certain adversary proceedings from this district’s bankruptcy court (Doc. No. 1.)1 For the reasons stated below, this Court denies the motion without prejudice.

[856]*856I. FACTUAL AND PROCEDURAL BACKGROUND

A. The Collapse of Petters’ Ponzi Scheme

Thomas J. Petters was convicted in December 2009 on twenty counts of fraud, conspiracy and money laundering stemming from his operation of an extensive and long-running Ponzi scheme. United States v. Petters, No. 08-364 (RHK/AJB), 2010 WL 1254353, *1 (D.Minn. March 24, 2010). Before his downfall, Petters had controlled and operated several business entities. Petters owned Petters Company, Inc. (“PCI”), as well as Petters Group Worldwide, LLC (“PGW”), a holding company for other businesses that Petters owned and controlled, including Petters Consumer Brands, LLC (“PCB”), a wholly-owned subsidiary of PGW.2

In April 2005, Petters acquired Polaroid Corporation by purchasing Polaroid Holding Company (“PHC”), which itself (along with certain affiliates) was majority-owned and controlled by Defendants JPMorgan Chase & Co. (“JPMorgan”), its subsidiary JPMorgan Chase Bank, N.A. (“JPMorgan Bank”), and a private equity firm owned and controlled by JPMorgan, One Equity Partners (collectively, “JPMC”). Petters merged PHC with PCB, resulting in two new entities, again named Polaroid Corporation and, its parent, Polaroid Holding Company (collectively, “Polaroid”). Plaintiffs allege Petters used proceeds from his sprawling and long-running Ponzi scheme to acquire Polaroid.

In addition to being the seller in the Polaroid transaction, JPMC also served as financial advisor to Polaroid, and as manager of the syndicate of banks that participated in loans to Polaroid, and JPMorgan Bank provided a $185 million credit facility to Polaroid immediately after it merged with PCB. The debt was repaid before the PCI bankruptcy.

Petters also has had a banking relationship with JPMorgan since 2001. Petters opened several investment accounts with JPMorgan and eventually deposited into them more than $83 million of the proceeds from his Ponzi scheme. Petters used his accounts as collateral for a credit line PGW obtained from JPMorgan Bank.

On September 24, 2008, federal agents raided Petters’ offices looking for evidence of his Ponzi scheme. When JPMC learned of the raid, it declared the PGW credit line in default, seized the investment accounts and began to liquidate the approximately $25 million in securities Petters held in those accounts.

Petters was arrested on October 3, 2008, setting in motion numerous legal actions.

B. The Ensuing Legal Actions

The collapse of Petters’ Ponzi scheme of extensive fraud resulted not only in the criminal prosecution of Petters, but also in numerous civil actions, including the many bankruptcy proceedings at issue here. On October 3, 2008, Petters, PCI and PGW were placed into receivership in civil litiga[857]*857tion brought by the United States. After Plaintiff Douglas A. Kelley was appointed as Receiver for PCI, PGW, Polaroid and Petters Capital, Kelley petitioned to place PCI and PGW, which were insolvent, into bankruptcy. The PCI and PGW bankruptcy cases were administratively consolidated as In re Petters Company, Inc., No. 08-45257, and assigned to Bankruptcy Judge Gregory F. Kishel. Kelley then was appointed Trustee of the PCI and PGW estates.

On December 18, 2008, Polaroid (and its affiliated debtors) filed for bankruptcy protection under Chapter 11. The cases are jointly administered as the “Polaroid Bankruptcy,” No. 08-46617, and are also assigned to Judge Kishel. On September 1, 2009, the Polaroid debtors converted the action to one under Chapter 7 and the appointment of John R. Stoebner as Chapter 7 trustee was approved.

In the interim, on June 12, 2009, another Petters entity, Petters Capital, LLC, filed for protection under Chapter 7. This bankruptcy action, No. 09-43847, was assigned to Bankruptcy Judge Nancy C. Dreher. Randall L. Seaver was appointed trustee.

As PCI and PGW trustee, Kelley has filed, as of October 11, 2010, over 200 adversary proceedings seeking to recover stolen funds from more than 380 defendants that PCI or PGW had transferred to them. Judge Kishel is presiding over these “clawback” cases. Of particular relevance here are: (1) three of the clawback cases, adversary proceedings filed in the Bankruptcy Court by Kelley, as bankruptcy trustee of PCI and PGW (as well as by the trustee of the Polaroid Corporation and the trustee of Petters Capital, LLC), Adversary Proceedings Nos. 10-4443, 10-4444, and 10-4445 (collectively, the “Joint Adversary Proceedings”); (2) a separate adversary proceeding filed by Kelley, as trustee of PGW, Adversary Proceeding No. 10-4446 (the “PGW Adversary Proceeding”);3 and (3) a proceeding filed in the District Court by the federal equity receiver for PCI and PGW, Civil No. 11-193 (the “District Court Proceeding”). The receiver for PCI and PGW, Douglas A. Kelley, is also the bankruptcy trustee for PCI and PGW, and thus a Plaintiff in all of the actions at issue here (and the sole Plaintiff in the PGW Adversary Proceeding).

The Joint Adversary Proceedings are brought against Defendants JPMorgan, JPMorgan Bank, One Equity Partners, and several individuals who were officers and/or directors of those entities and Polaroid Holding Company, the former parent company of Polaroid Corporation (collectively, “Defendants”).4 The other adversary proceeding is filed against only Defendants JPMorgan, and JPMorgan Bank. The receiver action is brought against the same Defendants involved in the Joint Adversary Proceedings.

Included in the clawback cases are the three Joint Adversary Proceedings, which seek to recover certain transfers of funds—“derived in whole or in part from proceeds of’ Petters’ Ponzi scheme including Petters’ acquisition in 2005 of Polaroid [858]*858Holding Company for approximately $426 million—by PCI, PGW, Polaroid and Pet-ters Capital made to or for the benefit of Defendants. (Doc. No. 1, Ex. A, ¶¶ 26-27.)

The separate PGW Adversary Proceeding seeks to recover $300,000 in preferential transfers and to avoid certain obligations upon which those payments were purportedly based. (Id., Ex. B, at 3.) In particular, the Trustee seeks to recover $300,000 in transfers that PGW made, in order to pay down its credit line from JPMC, in two payments on September 17 and 18, 2008, that is, shortly before PGW filed for bankruptcy on October 11, 2008. (Id. ¶¶ 83-85.) This claim was not included in the Joint Adversary Proceedings because it belongs only to the PCI & PGW trustee. All of these adversary proceedings, however, seek to avoid transfers made by the debtor and thus likely constitute “core proceedings” under the bankruptcy statute. 28 U.S.C. § 157(b)(2)(E), (F), & (H).

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Bluebook (online)
464 B.R. 854, Counsel Stack Legal Research, https://law.counselstack.com/opinion/kelley-ex-rel-petters-co-v-jpmorgan-chase-co-mnd-2011.