Maggio v. Manufacturers Hanover Trust Co. (In re Oliver's Stores, Inc.)

112 B.R. 671, 1989 Bankr. LEXIS 2767
CourtUnited States Bankruptcy Court, D. New Jersey
DecidedDecember 29, 1989
DocketBankruptcy No. 87-01226; Adv. No. 88-0289
StatusPublished
Cited by4 cases

This text of 112 B.R. 671 (Maggio v. Manufacturers Hanover Trust Co. (In re Oliver's Stores, Inc.)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, D. New Jersey primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Maggio v. Manufacturers Hanover Trust Co. (In re Oliver's Stores, Inc.), 112 B.R. 671, 1989 Bankr. LEXIS 2767 (N.J. 1989).

Opinion

OPINION

WILLIAM F. TUOHEY, Bankruptcy Judge.

The matter before the court is an adversary proceeding initiated by Carmen J. Maggio, the plaintiff herein and trustee (“Trustee”) of Oliver’s Stores, Inc. (“Oliver’s” or the “Debtor”) to recover an alleged preferential transfer from the defendant, Manufacturers Hanover Trust Company (“MHT Co.”), pursuant to 11 U.S.C. § 547(b) and § 550. The court possesses jurisdiction over this “core proceeding” pursuant to 28 U.S.C. § 157. Based upon a a joint stipulation of facts entered into by the parties, the court makes the following findings of fact and conclusions of law.

FINDINGS OF FACT

The following findings of fact were agreed to by the parties in a formal written stipulation of facts filed August 18, 1989:

1. Manufacturers Hanover Trust Company (“MHT Co.”) is a commercial bank. Since 1905 MHT Co. and its predecessors have lent funds to customers in the ordinary course of the bank's business.

2. Oliver’s Stores, Inc. (“Oliver’s”), which was known as Mandie Lynn, Inc. until 1985, was an expanding chain of discount retail stores engaged in the sale of children’s and adults’ clothing since 1983. Between 1983 and March 1987, Oliver’s grew from a chain of two stores to one of 34 stores. In February 1986, Oliver’s became a public company through an initial public offering of its stock at a price of $6.00 per share. The proceeds of the initial public offering amounted to $7,215,000.00.

3. Beginning in 1984 and continuing for approximately three years thereafter, MHT Co. provided Oliver’s with a variety of loans and lines of credit. Prior to 1984 Oliver’s had obtained credit from Valley National Bank and Midlantic National Bank/North (“Midlantic”). In addition to the credit facilities provided by MHT Co., the Franklin Corporation, another lender, provided unsecured financing subordinated to bank and trade debt.

4. At all times throughout the course of the banking relationship between MHT Co. and Oliver’s, Oliver’s, as is common for a company engaged in an expanding retail clothing business, required funds for operations and for growth. As a result, MHT Co. provided Oliver’s with various credit facilities.

5. On March 5, 1987, Oliver’s filed a voluntary petition for reorganization under chapter 11 of the Bankruptcy Code. Carmen J. Maggio was appointed the trustee of Oliver’s on September 29, 1987 and com[673]*673menced the above-captioned adversary proceeding on April 19, 1988. Subsequently, .in June 1988, the bankruptcy action was converted to a chapter 7 proceeding. Mr. Maggio has continued to act as the trustee.

6. On or about April 11, 1984, MHT Co. replaced Valley National Bank as Oliver’s lender, providing an initial line of credit (the “initial line”) in the amount of $4,000,-000.00 to Oliver’s. Prior thereto and as a condition of MHT Co.’s granting such line of credit, Oliver’s obtained $1,250,000.00 in unsecured financing from the Franklin Corporation, of which amount fifty percent was subordinated to bank and trade debt. Joseph Wolfer (“Wolfer”), the chairman of the board and a co-founder of Oliver’s, personally guaranteed the “initial line.”

7. The $4,000,000.00 initial line, which was payable on demand, had a maturity date of June 30, 1985. MHT Co. renewed the initial line to June 30, 1986, and increased the line to $4,500,000.00 on or about July 23, 1985. Oliver’s paid MHT Co.’s reference rate (the “reference rate”) plus one percent as interest on the initial line. The initial line was fully repaid on February 19, 1986, the date on which Oliver’s initial public offering was funded.

8. Subsequent to providing the initial line, MHT Co. made a term loan (the “initial term loan”) to Oliver’s in the amount of $2,000,000.00 on or about November 14, 1984, at an interest rate of the reference rate plus one and one-half percent. The initial term loan was to be paid over a period of four years with the last payment due on December 30, 1988. Oliver’s made principal payments of $62,500.00 each on or about April 1, 1985, July 1, 1985 and September 30, 1985. In view of the imminent initial public offering of Oliver’s stock, MHT Co. consented to Oliver’s making the December 30, 1985 principal payment on the initial term loan on or about February 19, 1986, at which time Oliver’s repaid the outstanding balance of $1,812,500.00 from the proceeds of the initial public offering. The initial term loan was personally guaranteed by Wolfer and Nadler.

9. MHT Co. also made a demand loan (the “demand loan”) to Oliver’s in the amount of $500,000.00 on or about January 13.1986 at an interest rate of the reference rate plus three percent. As contemplated, Oliver’s repaid this loan in full on or about February 19,1986 from the proceeds of the initial public offering. This demand loan was personally guaranteed by Wolfer and Nadler.

10. Concurrent with the repayment of the initial line, initial term loan and demand loan, MHT Co. made a term loan to Oliver’s in the amount of $3,500,000.00 at an interest rate of the reference rate plus one and one-half percent (the “new term loan”). The new term loan was to be repaid over a period of four years with the final payment due on December 31, 1986. The new term loan was not personally guaranteed by Wolfer or Nadler.

11. Subsequent to the initial public offering, MHT Co. also provided a $3,000,-000.00 line of credit to Oliver’s on February 28.1986 at an interest rate of the reference rate plus one percent (the “new line”). The new line was payable on demand and due to expire on March 2, 1987. The new line was not personally guaranteed by Wolfer or Nadler.

12. In late June or early July 1986, Oliver’s requested additional credit from MHT Co. On July 28,1986, MHT Co. provided to Oliver’s a further $3,000,000.00 line of credit, which is the subject of this litigation (“the July 1986 line”).

13. Pursuant to the terms of the promissory note evidencing the July 1986 line, full repayment of the July 1986 line was due on January 1, 1987. Because January 1, 1987 was New Year’s Day and a legal holiday, applicable law provided that the July 1986 line became due on January 2, 1987, which was a Friday.

14. Oliver’s paid interest at a rate of the reference rate plus one percent on the July 1986 line, the same rate paid on the initial line and new line.

15. Oliver’s paid interest on the July 1986 line on a monthly basis, as it did on the initial line and new line.

[674]*67416. The notes evidencing the initial line, new line and July 1986 line all contained identical events of default clauses.

17. The July 1986 line, like all of Oliver’s other obligations to MHT Co., was unsecured.

18. The terms of the July 1986 line were similar to both the terms of MHT Co.'s other lines to Oliver's and the terms of other short term loans that MHT Co. regularly made in its banking business.

19. The note evidencing the July 1986 line was a standard note form used at MHT Co. for borrowers the size of Oliver’s.

20. The terms of the July 1986 line and note evidencing that line of credit were similar to the terms used by other banking institutions with respect to lines of credit extended to other retailers the size of Oliver’s.

21.

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112 B.R. 671, 1989 Bankr. LEXIS 2767, Counsel Stack Legal Research, https://law.counselstack.com/opinion/maggio-v-manufacturers-hanover-trust-co-in-re-olivers-stores-inc-njb-1989.