Klauder v. Echo/Rt Holdings, LLC (In re RayTrans Holding, Inc.)

573 B.R. 121, 2017 Bankr. LEXIS 2246, 64 Bankr. Ct. Dec. (CRR) 140
CourtUnited States Bankruptcy Court, D. Delaware
DecidedAugust 10, 2017
DocketCase No. 13-11084 (CSS); Adv. Proc. No. 15-50273 (CSS)
StatusPublished
Cited by5 cases

This text of 573 B.R. 121 (Klauder v. Echo/Rt Holdings, LLC (In re RayTrans Holding, Inc.)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, D. Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Klauder v. Echo/Rt Holdings, LLC (In re RayTrans Holding, Inc.), 573 B.R. 121, 2017 Bankr. LEXIS 2246, 64 Bankr. Ct. Dec. (CRR) 140 (Del. 2017).

Opinion

OPINION1

Sontchi, J.

INTRODUCTION

Before the Court is a motion to dismiss the Second Amended Complaint (the “Complaint”) brought by the Chapter 7 Trustee of the above-captioned estate. The Complaint alleges preferential transfers, breach of contract, and breach of guaranty and an accounting across eight different claims. For the foregoing reasons, the Complaint is dismissed, in its entirety, as the claims are barred by either collateral estoppel or under the doctrine of res judi-cata.

FACTUAL & PROCEDURAL BACKGROUND

A. The Parties

In 2004, .James A. Ray formed Ray-Trans Distribution, Inc. (“RayTrans Distribution”) as a corporation under Illinois law. RayTrans Distribution operated as a trucking services broker, serving as an intermediary between truckers and entities seeking trucking services. Additionally, RayTrans Distribution provided freight brokerage and logistical services through a series of network transportation professionals.2

RayTrans Distribution was affiliated with two other entities: RayTrans Trucking, LLC (“RayTrans Trucking”) and Universal Trans, LLC (“UniTrans”). Specifically, RayTrans Trucking and UniTrans provided various third-party owner-operators that specialized in flatbed, over-dimensional, van, and automobile shipments.3 James A. Ray formed and was the sole owner of the aforementioned entities until January 1, 2008.

In an attempt to expand the companies’ geographic presence, various acquisitions were made in 2007. First, on April 30, 2007, RayTrans Distribution acquired certain assets of H & J Services and Joe Carter Trucking, Inc. with the aim of expanding into the southern United States.4 On October 26, 2007, RayTrans Trucking acquired certain assets of Bricker Companies, Inc., the assets of which were transferred to RayTrans Distributioh.5

In 2007, business and assets of Unitrans and RayTrans Trucking were intermingled with the business of RayTrans Distribution. For the financial statements for Ray-Trans Distribution for the year ending December 31, 2007, assets and business of Unitrans and RayTrans Trucking were consolidated into RayTrans Distribution.6 Financial statements for RayTrans Distribution continued to include the assets of Unitrans and RayTrans Trucking until its [124]*124business was sold to the Echo Parties in 2009.7

On or about January 1, 2008, James A. Ray formed Holdings to serve as. a holding company, and thereafter transferred the stock of RayTrans Distribution, RayTrans Trucking, and UniTrans from himself to Holdings. Specifically, Holdings was formed to provide corporate and administrative support for its subsidiaries, and in doing so, “charged” its subsidiaries, including that of RayTrans Distribution. As a result of this arrangement, RayTrans Distribution accrued a “considerable” amount of intercompany debt, resulting in Holdings becoming a substantial creditor of RayTrans Distribution.8

B. The Sale of the RayTrans Distribution Business

On June 2, 2009, an Asset Purchase Agreement (the “APA”) was entered into between and among Echo/RT Holdings, LLC (“Echo/RT” and the “Purchaser”), RayTrans Distribution (the “Seller”), Holdings, James A. Ray, and Echo Global Logistics, Inc. (“Echo,” and collectively with Echo/RT, the “Defendants,” or the “Echo Parties”).9 Illinois law applies to the APA. The APA provided for the sale and transfer of substantially all of the assets and business of RayTrans Distribution, including those assets of Unitrans and Ray-Trans Trucking treated as part of Ray-Trans Distribution.10 At the time of the APA, and as evidenced in the APA, Holdings owned 100% of the outstanding stock of RayTrans Distribution.

Pursuant to the APA,, to ensure the continuity of business, immediately after Closing, Echo/RT agreed to offer employment to substantially all of RayTrans Distribution’s employees. Additionally, the APA provided for a Consulting Agreement between Echo/RT and James A. Ray, whereby Ray would continue as a General Manager of the RayTrans Division of Echo Global Logistics.11

Under the APA, the purchase price was up to $12,550,000.00, with the additional inclusion of assumption of current liabilities. Defendants, however, paid $5,384,069 at the time of Closing.12 The $6.5 million balance of the APA purchase price was to be paid over the following three years, at one year intervals, dependent upon the meeting of certain minimal revenue benchmarks.13 Certain sections of the APA addressed Echo/RT’s obligation to pay the balance of the purchase price, including certain guarantees.14

' The Trustee alleges that defendants failed to make any of the additional payments provided for under the APA after paying the $5,384,069 at closing.15 Specifically, given the additional payments were to be paid only upon the achievement of certain revenue benchmarks, the Trustee notes that the Echo Parties did not comply with their obligation to provide monthly EBITDA statements at any time in 2010 or thereafter.16 In light of the fact that revenue increased in the period from June 1, 2009 to May 31, 2010, the Trustee argues that the obligation to pay the first [125]*125$1,333,333 installment of additional consideration was triggered.17

However, in late 2009, Illinois’s Secretary of State commenced the procedures for administratively dissolving RayTrans Distribution; the dissolution went into effect on May 14, 2010.18 As told by the Trustee, Echo’s awareness of RayTrans Distribution’s status as a dissolved company served as the basis for Echo’s withholding the financial reporting and the balance of the consideration owed under the APA. Notably, the first additional payment of the purchase price for the RayTrans Distribution business was due on June 20, 2010, twenty days after the May 31 close of the EBITDA Measurement Period.19 Additionally, Echo’s filings with the SEC in and after 2010 ceased to provide any segregated business information regarding the performance or acquisition of the Ray-Trans Distribution business, including a failure to mention any obligation to pay additional consideration under the APA.20

C.The Powersource Lawsuit

In 2006, Powersource Transportation, Inc. commenced a lawsuit against Uni-Trans and RayTrans Trucking in Indiana state court, seeking damages of over $4 million for certain alleged business torts and contract breaches (the “Powersource Lawsuit”).21 Notably, both the consolidation of thej assets of UniTrans and Ray-Trans Trucking into RayTrans Distribution in 2007, and their subsequent transfer to the Ech<j> Parties in 2009 occurred without either knowledge of or disclosure to Powersource.22

In November 2011, a judgment was rendered in favor of Powersource and against RayTrans Trucking and UniTrans for $1,688,072.00.23

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Bluebook (online)
573 B.R. 121, 2017 Bankr. LEXIS 2246, 64 Bankr. Ct. Dec. (CRR) 140, Counsel Stack Legal Research, https://law.counselstack.com/opinion/klauder-v-echort-holdings-llc-in-re-raytrans-holding-inc-deb-2017.