Maxus Liquidating Trust v. YPF S.A., YPF Int'l S.A., YPF Holdings, Inc. (In re Maxus Energy Corp.)

597 B.R. 235
CourtUnited States Bankruptcy Court, D. Delaware
DecidedMarch 15, 2019
DocketCase No. 16-11501 (CSS) Jointly Administered; Adv. Pro. No.: 18-50489 (CSS)
StatusPublished
Cited by10 cases

This text of 597 B.R. 235 (Maxus Liquidating Trust v. YPF S.A., YPF Int'l S.A., YPF Holdings, Inc. (In re Maxus Energy Corp.)) 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
Maxus Liquidating Trust v. YPF S.A., YPF Int'l S.A., YPF Holdings, Inc. (In re Maxus Energy Corp.), 597 B.R. 235 (Del. 2019).

Opinion

Sontchi, C.J.

*239INTRODUCTION

Scores of entities have found themselves made parties to this matter. Innumerable claims have been made. A procession of attorneys has come and gone. Yet still, the matter "drags its weary length before the Court."1

Though Maxus lacks the longevity and complexity of Jarndyce and Jarndyce, it is gaining on Stern v. Marshall, the seminal case whose facts inspired C.J. Roberts to quote this passage from Bleak House.

Before the Court is a motion ("Motion") for abstention directed at a complaint ("Complaint") spawned by the environmental liabilities of a bankrupt energy firm Maxus Energy Corporation ("Maxus" or "Debtor").

In the mid-1980s, Debtor sold its chemicals business to Occidental Chemical Corporation ("OCC") through a stock sale ("Stock Sale"), The business was sold amidst health concerns about Debtor's plant in northern New Jersey. Just a few years earlier, the EPA declared that plant - and three other related locations - a superfund site and placed the site on its National Priorities List.2 Dioxin, a byproduct of the Agent Orange the plant manufactured, had been contaminating the area.3 Mindful of the circumstances and keen to protect itself, OCC sought indemnification through the Stock Sale. The clean-up effort was ongoing when, in 2005, the State of New Jersey sued Maxus, its parents, and OCC in New Jersey Superior Court (New Jersey Court) for their role in polluting the site ("New Jersey Litigation"). OCC cross-claimed against Maxus for indemnification under the Stock Sale. Maxus, arguing that it was being scapegoated, impleaded hundreds of entities for polluting the site and contributing to its degradation. After nearly ten years, New Jersey settled with the parties, OCC agreed to pay $ 190 million.4 And several courts have sided with OCC on the indemnification issue. But this is nowhere near the end of the Maxus saga.

OCC cross-claimed against Maxus grandparent Repsol YPF, S.A. and parent YPF, S.A. and their affiliates.5 It asserted that for twenty years they colluded to rob Maxus of its assets and stick taxpayers with the bill for its environmental liabilities.

*240Specifically, it articulated counts for unjust enrichment, alter ego, fraudulent transfers, and conspiracy - among others. A few years later, Maxus filed for bankruptcy in this Court, with OCC being its largest creditor.6 This Court ruled that the Maxus Liquidating Trust ("Trust") was now the proper party to pursue OCC's claims in the New Jersey Litigation. The Trust successfully intervened in New Jersey. From then on, the Trust would bear the burden of litigation and of distributing to creditors any recovery, which would have otherwise inured to OCC alone. However, a few days later the New Jersey Court entered final judgment on its pre-intervention orders dismissing OCC's claims, including those for unjust enrichment, alter ego, fraudulent transfers, and conspiracy. The Trust appealed and the appeal is pending. This appeal has vanquished the trial court's jurisdiction over the matter.7 Thus, the Trust is blocked from litigating on the facts unless the appellate court remands and revives jurisdiction.8 Now, the Trust brings substantially similar claims here. These claims are against YPF S. A., YPF International S.A., YPF Holdings, Inc, and CLH Holdings, Inc. ("YPF"), as well as Repsol S.A., Repsol Exploracion, S.A., Repsol USA Holdings, Corp., Repsol E & P USA, Inc., Repsol Offshore E & P USA, Inc., Repsol E & P T & T Limited and Repsol Services Company ("Repsol"). The Trust brings the fraudulent transfer claims ("544 Claims") under both state law and its 11 U.S.C. § 544 and § 550 powers as creditor- successor, but brings the other related claims ("Non-544 Claims") only under state law.

Repsol asks this Court to: (1) mandatorily abstain from the Non-544 Claims, (2) permissively abstain from the Complaint, and (3) to abstain due to its lack of jurisdiction under the Rooker-Feldman doctrine. YPF has neither joined this Motion nor filed its own. For the reasons set forth below, the Court will deny Repsol's Motion in its entirety.

First, the Court finds that mandatory abstention is not applicable because the required state court action has not been commenced. The New Jersey suit does not suffice because OCC only sought relief for wrongs committed against itself. Here, the Trust sues on behalf of all creditors for "all damages" that they have sustained.9 While the state suit may eventually be enlarged to cover the relief sought here, such change is speculative. Thus, for purposes of mandatory abstention, a state action had not been commenced.

Second, the Court will not apply permissive abstention because it would complicate and potentially compromise the creditors' recovery. Were the Court to abstain, the *241Trust would have to wait and see if it could litigate the alter ego, unjust enrichment, and conspiracy claims in New Jersey. And if the New Jersey appellate court does not remand, the Trust may be unable to do so. Therefore, abstention would stymie the Trust's efforts to recover for creditors.

Third, Rooker-Feldman is a narrow doctrine concerned only with prohibiting federal courts from reviewing state court decisions. Such "review differs from mere attempts to litigate in federal court a matter previously litigated in state court."10 Because Repsol's position boils down to this sort of re-litigation argument, the Court finds that Rooker-Feldman is not applicable.

JURISDICTION & VENUE

This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A) and (H).

PROCEDURAL HISTORY

For nearly a dozen years prior to the Petition Date, Maxus had been mired in litigation concerning the superfund site. In 2005, the State of New Jersey sued Maxus, its parents and affiliates, and OCQ for their role in polluting the site. OCC crossclaimed against Maxus in 2008, claiming that Maxus had indemnified OCC from harm through the Stock Sale. OCC also alleged that Maxus, Tierra, YPF S.A. (parent of Maxus) and Repsol S.A.

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Bluebook (online)
597 B.R. 235, Counsel Stack Legal Research, https://law.counselstack.com/opinion/maxus-liquidating-trust-v-ypf-sa-ypf-intl-sa-ypf-holdings-inc-in-deb-2019.