Manufacturers Hanover Trust Co. v. Bartsh

874 F.2d 576
CourtCourt of Appeals for the Eighth Circuit
DecidedMay 12, 1989
DocketNo. 87-5414
StatusPublished
Cited by1 cases

This text of 874 F.2d 576 (Manufacturers Hanover Trust Co. v. Bartsh) is published on Counsel Stack Legal Research, covering Court of Appeals for the Eighth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Manufacturers Hanover Trust Co. v. Bartsh, 874 F.2d 576 (8th Cir. 1989).

Opinion

McMILLIAN, Circuit Judge.

Manufacturers Hanover Trust Co. (MHT) appeals from an order entered in the District Court1 for the District of Minnesota [577]*577denying in part its application for administrative expenses under 11 U.S.C. § 503(b)(3)(D), (4), (5). In re Flight Transportation Corp. Securities Litigation, 78 B.R. 562 (D.Minn.1987). For reversal MHT argues the district court erred in holding that, as a matter of law, an indenture trustee that has fulfilled its statutory fiduciary duties has not, by virtue of that fact alone, made a “substantial contribution in a [reorganization] case” under 11 U.S.C. § 503(b). Alternatively, MHT argues the district court erred in granting it only $18,457 for compensation and expenses pursuant to § 607 of the Indenture Agreement under 11 U.S.C. § 502. For the reasons discussed below, we affirm in part, reverse in part and remand for further proceedings.

This is one of the final chapters in the story of the sudden, and expensive, collapse of Flight Transportation Corp. (FTC). For a more complete history of the FTC litigation, see In re Flight Transportation Corp. Securities Litigation, 730 F.2d 1128 (8th Cir.1984), cert. denied, 469 U.S. 1207, 105 S.Ct. 1169, 84 L.Ed.2d 320 (1985). FTC and its subsidiaries were in the air charter business and provided general aviation services. In June 1982 there were two public offerings of FTC securities — one of 715,000 shares of common stock and another of 25,000 “units” consisting of debentures plus stock warrants. Pursuant to an Indenture Agreement executed on June 14, 1982, MHT was the indenture trustee for $25 million of FTC 11V4% Sinking Fund Debentures due June 1, 1995. In § 607 of the Indenture Agreement, FTC agreed to pay MHT reasonable compensation for its services and to reimburse it for its reasonable expenses, including its attorney’s fees and expenses.

On June 18, 1982, the Securities and Exchange Commission (SEC) halted trading in FTC securities and filed enforcement proceedings against FTC, its subsidiaries, and its president and chief executive officer, William Rubin, in federal district court in Minnesota, alleging they violated federal securities laws. The SEC alleged that FTC securities were sold at artificially inflated values because FTC had overstated its revenues and inaccurately reported its performance history. The SEC sought an injunction against further violations, an accounting, and an order of disgorgement. The district court granted a temporary restraining order and appointed a receiver. The receiver transferred some $22.7 million, representing the remaining proceeds of the June 1982 securities offerings, from FTC’s corporate bank account to an escrow account in a different bank.

Almost immediately, various interested parties began filing lawsuits and claims against the escrow fund. On June 23, 1982, FTC’s lead underwriters, Drexel Burnham Lambert Inc. and Moseley, Hall-garten, Estabrook & Weeden, filed a class action in federal district court in Minnesota, on behalf of themselves and others who had purchased FTC securities, and sought to impose a constructive trust on the escrow fund. On June 29, 1982, several major creditors filed an involuntary Chapter 11 bankruptcy petition against FTC in the bankruptcy court in Minnesota.

Other individual and class action lawsuits were filed against FTC, its subsidiaries, officers, directors, accountants, underwriters, bankers, and insurers. Many of these defendants filed cross-claims for indemnification against other defendants. By October 1982 some 22 cases had been filed. These cases were consolidated with a class action that had been filed on behalf of all persons who had purchased FTC securities between November 30, 1979, and June 18, 1982, the date the SEC halted trading in FTC securities. Antinore v. Flight Transportation Corp., Master Docket No. 4-082-874 (D.Minn.1982).

Representatives of the purchasers of FTC securities and certain business creditors soon began negotiating among themselves in order to resolve their competing claims to the escrow fund. These negotiations resulted in the Sharing Agreement, [578]*578which was signed on April 15, 1983, and approved by the district court. (The Sharing Agreement has been amended several times.) Under the Sharing Agreement, persons, including the receiver and the bankruptcy estate, who had claims against FTC or other defendants (that is, the underwriters, accountants, bankers, etc.) or both, agreed to pool their recoveries, whether from the escrow fund, other assets of FTC, or damage actions against any of the defendants, and to disburse the money among themselves according to an agreed-upon schedule. This court upheld the Sharing Agreement in In re Flight Transportation Corp. Securities Litigation, 730 F.2d at 1132-33.

In the meantime, the FTC bankruptcy cases were withdrawn from the bankruptcy court and assigned to Judge Weiner. In April 1984, however, a year after the Sharing Agreement was signed, the receiver proposed a partial reference of the bankruptcy litigation back to the bankruptcy court. In March 1986, over MHT’s objection, Judge Weiner referred the bankruptcy litigation back to the bankruptcy court2 for confirmation and implementation of the proposed plan of reorganization. In September 1986, Bankruptcy Judge Kressel confirmed the plan of reorganization.

In August 1986, MHT sought to modify the scope of the order of reference to exclude its application for administrative expenses because Judge Weiner had presided over most of the consolidated FTC securities and bankruptcy litigation and was thus uniquely qualified to evaluate its performance as indenture trustee. In November 1986, Judge Weiner clarified the scope of the earlier order of reference: all “core proceedings” in the bankruptcy litigation were referred to the Bankruptcy Court for the District of Minnesota, but the district court retained jurisdiction to determine the amount due MHT under the indenture agreement or as an administrative expense. In re Flight Transportation Corp., No. 4-82-1154 (D.Minn. Nov. 7, 1986) (Pre-trial Order No. 274).

MHT argued that it was entitled to administrative expenses under 11 U.S.C. § 503(b)3 because it had made a “substantial contribution” in the FTC reorganization case by fulfilling its fiduciary duties as required by the Trust Indenture Act of 1939, 15 U.S.C. § 77aaa et seq. (TIA). Section 315(c) of the TIA, 15 U.S.C. § llooo (c), provides that in the event of a default, the indenture trustee is “to exercise ... such of the rights and powers vested in it by such indenture, and to use the same degree of care and skill in their exercise, as a prudent [person]4 would exercise or use under the circumstances in the conduct of his [or her] own affairs.” MHT sought a total of $174,603.36, plus interest— $2,691.59 for its expenses as indenture trustee under 11 U.S.C.

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