Motors Liquidation Co. ex rel. Wilmington Trust Co. v. JPMorgan Chase Bank, N.A. (In re Motors Liquidation Co.)

563 B.R. 498
CourtUnited States Bankruptcy Court, S.D. New York
DecidedDecember 7, 2016
DocketCase No. 09-50026 (MG) (Jointly Administered), Case No. 09-00504 (MG) Adversary Proceeding
StatusPublished
Cited by1 cases

This text of 563 B.R. 498 (Motors Liquidation Co. ex rel. Wilmington Trust Co. v. JPMorgan Chase Bank, N.A. (In re Motors Liquidation Co.)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Motors Liquidation Co. ex rel. Wilmington Trust Co. v. JPMorgan Chase Bank, N.A. (In re Motors Liquidation Co.), 563 B.R. 498 (N.Y. 2016).

Opinion

MEMORANDUM OPINION AND ORDER GRANTING MOTION TO DISMISS

MARTIN GLENN UNITED STATES ' BANKRUPTCY JUDGE

Pending before the Court is the Notice of Moving Defendants’ Motion to Dismiss the Action Against Them (the “Notice,” ECF Doc. # 701), filed by GMAM Investment Funds Trust (the “GIFT Trust”), Lehman GMAM Investment Funds Trust (“Lehman GIFT”), and Pension Inv Committee of GM for GM Employees Domestic Group Pension Trust (“Pens Inv Comm,” and together with GIFT Trust and Lehman GIFT, the “Moving Defendants”) by and through General Motors Investment [501]*501Management Corporation (“GMIMCo”). The Notice is supported by the Memorandum of Law in Support of Motion to Dismiss the Action Against Them (the “Motion,” ECF Doc. #701-1) and the Declaration of Arthur J. Steinberg (the “Steinberg Declaration,” ECF Doc. # 701-2). In response, the Motors Liquidation Avoidance Action Trust (the “Plaintiff’) filed the Memorandum of La%v in Opposition to the Gift Trust’s Motion to Dismiss the Amended Complaint (the “Opposition,” ECF Doc. # 760). The Opposition is supported by the Declaration of Eric B. Fisher (the “Fisher Declaration,” ECF Doc. # 761). The Moving Defendants filed a reply brief (the “Reply,” ECF Doc. # 779), which is supported by the Affidavit of Jason Glass (the “Glass Reply Affidavit,” ECF Doc. # 780).

For the reasons set forth below, the Motion is GRANTED.

I. BACKGROUND

A full discussion of the background of the case is given in this Court’s prior opinion, In re Motors Liquidation Co., 552 B.R. 253, 258-68 (Bankr. S.D.N.Y. 2016) (the “Dismissal Opinion”). A brief description of the relevant service extension orders and service attempts follows.

A. The Original Complaint

The Plaintiff filed a complaint initiating this adversary proceeding (the “Original Complaint”) on July 31, 2009 against JPMorgan Chase Bank, N.A. (“JPMC”), and more than 400 other named defendants which were alleged to be lenders (the “Term Loan Lenders”) under a $1.5 billion syndicated term loan (the “Term Loan”) to General Motors Corporation (“GM”). (ECF Doc. #1.) The Original Complaint named “Lehman GMAM Inv FDS TR” and “Pension Inv Comm of GM for GM” as defendants in the action, but did not name “GMAM Investment Funds Trust” (the GIFT Trust) as a defendant. (Mot. at 3-4.)

B. The Extension Orders and the Amended Complaint

Until 2015, JPMC was the only defendant that was served with the summons for the Original Complaint. (Mot. at 3.) As discussed in the Dismissal Opinion, Judge Gerber approved a series of extension orders (the “Extension Orders”) which “effectively divided the litigation into phases, with the first phase, Phase I, between the Plaintiff and JPMC challenging the effectiveness of the lien release. If, as Judge Gerber initially ruled, the lien release was not effective, the case was at an end, and it was unnecessary for the remaining defendants to be served.” In re Motors Liquidation Co., 552 B.R. at 263,

On May 19, 2015, the Court entered a stipulation and order (the “May 2015 Stipulation,” ECF Doc. #90) between the Plaintiff and JPMC, extending the Plaintiffs time to serve a summons and Amended Complaint on the Term Loan Lenders other than JPMC. On May 20, 2015, the Plaintiff filed the First Amended Adversary Complaint (the “Amended Complaint”), naming “GMAM Investment Funds Trust” (the GIFT Trust) for the first time as a defendant to the action. (ECF Doc. # 91.) On August 13, 2015, the Court entered an order extending the Plaintiffs time to serve the Amended Complaint on the Term Loan Lenders other than JPMC to September 30, 2015. (ECF Doc. # 152.)

On June 30, 2016, the Court entered the Dismissal Opinion, which held, inter alia, that the Extension Orders were a sound exercise of the Court’s discretion and would not be reconsidered. 552 B.R. at 274.

[502]*502C. Plaintiffs Attempted Service on the GIFT Trust

On May 28, 2015, Plaintiff filed the Affidavit of Service of Kimberly Gargan (the “Gargan Service Affidavit,” Mot. Ex. A, ECF Doc. # 94). The Gargan Service Affidavit attests that as an employee of the noticing agent for Plaintiff, she caused to be served the May 2015 Stipulation, the Amended Complaint, and the Amended Summons and Notice of Pretrial Conference in an Adversary Proceeding (the “Amended Summons,” ECF Doc. # 92) upon the Moving Defendants, among other defendants, “by first class mail.” (Gargan Service Aff. ¶¶2-3; Gargan Service Aff. Ex. A.) The Gargan Service Affidavit states that the GIFT Trust was served at two locations, on or about May 20, 2015: 767 5th Avenue, New York, NY 10153 (the “Fifth Avenue Address”); and One Lincoln Street, 1st Floor, Boston, MA 02111 (the “Lincoln Street Address”). (Gargan Service Aff. Ex. A at 22.)

The GIFT Trust does not have a president, managing or general agent; rather, it has a trustee appointed by GMIMCo. (Affidavit of Jason Glass ¶ 8, Steinberg Deck Ex. F (the “Glass Moving Affidavit”).) The trustee of the GIFT Trust has been State Street Bank & Trust Company (“State Street”) since 2011. (Affidavit of Kristen A. Kennedy, Steinberg Decl. Ex. G ¶2 (the “Kennedy Affidavit”).) From at least the time the Original Complaint was filed in 2009, until State Street began serving as the trustee in February 2011, the trustee was General Motors Bank, N.A., d/b/a Promark Trust Bank, N.A. (“PTB”). (Glass Moving Aff. ¶ 3.) The Fifth Avenue Address was the address of PTB until it ceased operations and was liquidated in September of 2011. (Id. ¶ 5.) The Lincoln Street Address is the place of business of State Street, the GIFT Trust’s current •trustee. (Mot. at 13.)

II. THE PARTIES’ CONTENTIONS

A. The Moving Defendants’ Conten- " tions

1. The Plaintiff has failed to state a claim upon which relief can be granted under Rule 12(b)(6)

The Moving Defendants argue that the Amended Complaint—the first complaint properly naming the Moving Defendants, including the GIFT Trust—is barred by the statute of limitations. (Mot. at 7.) The Moving Defendants argue that rather than simply “update[ing] the names of certain defendants,” naming the GIFT Trust in the Amended Complaint was a wholesale addition of a new party rather than a correction to a previously incorrectly named defendant. (Id. at 8.) Therefore, the Moving Defendants argue, the GIFT Trust was impermissibly added as a defendant almost four years after the limitations period had run. (Id. at 7-8.) In the Reply, the Moving Defendants argue that the Amended Complaint does not relate back to the Original Complaint because the GIFT Trust has been prejudiced in defending on the merits, because of “foundationally sweeping changes” at the GIFT Trust that have taken place in the last six years. (Reply at 7.) The GIFT Trust argues that because it no longer holds an interest in the Term Loan and all but one of the investors in the Term Loan are no longer part of the GIFT Trust, any recovery would be “highly prejudicial to the existing investors in the GIFT Trust.” (Id. at 8.) Additionally, the Moving Defendants argue that the GIFT Trust did not have knowledge of the action until it became aware of the default judgments in 2016. (Id. at 10.)

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
563 B.R. 498, Counsel Stack Legal Research, https://law.counselstack.com/opinion/motors-liquidation-co-ex-rel-wilmington-trust-co-v-jpmorgan-chase-bank-nysb-2016.