New Jersey Department of Environmental Protection v. Occidental Chemical Corp. (In re Maxus Energy Corp.)

560 B.R. 111
CourtUnited States Bankruptcy Court, D. Delaware
DecidedNovember 15, 2016
DocketCase No. 16-11501 (CSS) Jointly Administered; Adv. Pro. No.: 16-51025 (CSS)
StatusPublished
Cited by12 cases

This text of 560 B.R. 111 (New Jersey Department of Environmental Protection v. Occidental Chemical Corp. (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
New Jersey Department of Environmental Protection v. Occidental Chemical Corp. (In re Maxus Energy Corp.), 560 B.R. 111 (Del. 2016).

Opinion

OPINION

Sontchi, J.

INTRODUCTION

Before the Court is a motion for remand of several claims in the instant adversary proceeding. Repsol, S.A. (“Repsol”), the movant, is a named defendant in a civil action (the “NJ Environmental Litigation”) that was removed to this Court by Occidental Chemical Corporation (“OCC”), another named defendant in the NJ Environmental Litigation, as well as the Debtors’ largest unsecured creditor. The instant adversary proceeding consists of the NJ Environmental Litigation, a civil action previously pending before the Superior Court of New Jersey (the “New Jersey Court”) for 11 years before its removal.

The NJ Environmental Litigation arose as an action by the State of New Jersey and the Administrator of the New Jersey Spill Compensation Fund against certain defendants including OCC, Debtor Tierra Solutions, Inc. (“Tierra”), Debtor Maxus Energy Corporation (“Maxus”), Maxus’s parent company YPF, Inc. (‘YPF”), and YPF’s former parent company, Repsol, relating to environmental liability stemming from pollution of the Passaic River in New Jersey.

The NJ Environmental Litigation, as it currently stands before this Court, can be summarized as follows: claims brought by OCC alleging YPF is the alter ego of Maxus, (the “YPF Claims”), alter-ego-based claims brought by OCC against Repsol based on different facts (the “OCC Claims”), and a Counter-Claim brought by Repsol against OCC under the New Jersey Spill Act (the “Repsol Counter-Claim”). The claims removed by OCC to this Court (the “Removed Claims”) are therefore comprised of the YPF Claims, the OCC Claims, and the Repsol Counter-Claim. Repsol requests that this Court remand the OCC Claims and Repsol CounterClaim (the “Claims”) to the New Jersey Court. The YPF Claims are not at issue in the motion to remand.

Repsol argues that this Court should abstain from hearing the OCC Claims and Repsol Counter-Claim and remand those proceedings to the New Jersey Court under 28 U.S.C. §§ 1334(c)(1), (c)(2), and 1452(b). OCC argues in opposition that Repsol’s motion for remand must be denied for two primary reasons: (i) the OCC Claims constitute property of the bankruptcy estate, resulting in subject matter jurisdiction over those claims and no basis upon which the Court should abstain from hearing them; and (ii) retaining jurisdiction over the Claims would inure to the benefit of the estate by enabling its efficient administration.

The Court finds that the OCC Claims are, in fact, property of the bankruptcy estate and the proper party to bring them is the Debtors. However, the fact that the OCC Claims are property of the estate is not dispositive with respect to the questions of abstention and remand. Because abstention is not only mandated, but could be exercised permissively by this Court as well, the Court grants Repsol’s motion to remand both the OCC Claims and Repsol Counter-Claim to New Jersey Court.

BACKGROUND

A. Procedural Background

On June 17, 2016 (the “Petition Date”), Maxus and certain of its affiliates and sub[115]*115sidiaries (collectively, the “Debtors”)1 filed voluntary petitions under chapter 11 of title 11 of the Bankruptcy Code (the “Bankruptcy Code”) in this Court.2

On June 20, 2016, OCC, the Debtors’ largest unsecured creditor,3 commenced an adversary proceeding by removing the NJ Environmental Litigation4 that had been pending before the New Jersey Court to the United States Bankruptcy Court for the District of New Jersey (the “New Jersey Bankruptcy Court”).5 On June 20, 2016, OCC moved in the New Jersey Bankruptcy Court to transfer the venue of the NJ Environmental Litigation to this Court.6 On June 28, 2016, the New Jersey Bankruptcy Court granted OCC’s motion.

The NJ Environmental Litigation consists of (i) the YPF Claims, brought by OCC, alleging mainly that YPF is an alter ego of Maxus; (ii) the OCC Claims, alter-ego-based claims against Repsol, and (iii) the Repsol Counter-Claim, a counter-claim brought by Repsol against OCC under the New Jersey Spill Act. The Removed Claims are thus comprised of the YPF Claims, the OCC Claims, and the Repsol Counter-Claim. On July 20, 2016 Repsol moved to remand the OCC Claims and Repsol Counter-Claim to the New Jersey Court.7 The YPF Claims are not at issue in the motion to remand.8

B. The Parties

Maxus is a Delaware corporation, and is a wholly-owned, subsidiary of non-Debtor YPF Holdings, Inc.' (“YPF Holdings”), with its principal place of business at 10333 Richmond Avenue, Suite 1050, Houston, Texas 77042.9 Maxus owns three, additional Delaware corporations: Maxus International Energy Company, Maxus (US) Exploration Company, and Gateway Coal Company.10 Additionally, Tierra Solutions, Inc. is a'Delaware corporation that is directly owned by non-Debtór CLH Holdings, Inc. (which is in turn owned by YPF Holdings).11 Tierra manages environmental remediation obligations owed by Maxus, principally acting on behalf of third parties such as OCC.12

In 1986, pursuant to a Stock Purchase Agreement (“SPA”), Maxus sold its chemicals business to OCC “in order to focus its business on the petroleum industry, becoming an active exploration and production (“E&P”) company with both domestic and foreign assets.”13

The 1986 SPA — by and among Diamond Shamrock Corporation (“DSC,” which sub[116]*116sequently changed its name to Maxus), Occidental Petroleum Corporation, Occidental Chemical Holding Corporation, and Oxy-Diamond Alkali Corporation — provided for OCC’s acquisition of Diamond Shamrock Chemicals Company (“DSCC”) and its active, ongoing “Chemicals Business” from DSC. Pursuant to the SPA, DSC sold all of the outstanding stock of DSCC to Oxy-Diamond Alkali Corporation, which then merged into OCC in November 1987, following which DSCC merged into OCC.14

Importantly, as part of the SPA, Maxus agreed to indemnify OCC from and against certain liabilities relating to DSCC’s business or activities prior to September 4, 1986 (the “Closing Date”). The indemnification specifically included certain environmental liabilities relating to chemical plants and waste disposal sites utilized by DSCC and its affiliated business units.15 The aforementioned environmental liabilities, and their agreed upon indemnification, serve as one of the causes of not only the chapter 11 filings before this Court, but also serve as the reason for the continued NJ Environmental Litigation, and the current adversary proceeding.16

In 1995, YPF S.A. (“YPF”), parent of YPF Holdings, utilized a leveraged buyout in order to obtain control of Maxus through the acquisition of its common stock. Following the leveraged buyout, a significant amount of Maxus’ foreign assets were transferred to YPF, allowing Maxus to both deleverage and focus its business more on U.S. operations.17

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

Related

Cite This Page — Counsel Stack

Bluebook (online)
560 B.R. 111, Counsel Stack Legal Research, https://law.counselstack.com/opinion/new-jersey-department-of-environmental-protection-v-occidental-chemical-deb-2016.