Newman v. Associated Bank, National Ass'n (In re World Marketing Chicago, LLC)

574 B.R. 670, 2017 Bankr. LEXIS 2154, 64 Bankr. Ct. Dec. (CRR) 128
CourtUnited States Bankruptcy Court, N.D. Illinois
DecidedJuly 31, 2017
DocketCase No. 15bk32968; Adversary No. 16ap00019
StatusPublished
Cited by7 cases

This text of 574 B.R. 670 (Newman v. Associated Bank, National Ass'n (In re World Marketing Chicago, LLC)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, N.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Newman v. Associated Bank, National Ass'n (In re World Marketing Chicago, LLC), 574 B.R. 670, 2017 Bankr. LEXIS 2154, 64 Bankr. Ct. Dec. (CRR) 128 (Ill. 2017).

Opinion

Timothy A. Barnes, United States Bankruptcy Judge

MEMORANDUM DECISION

Before the court is the Motion for Summary Judgment [Adv. Dkt. No. 57]' (the “Motion”) brought by Associated Bank, National Association (“Associated”), in the above-captioned adversary case (the “Adversary”). The Motion is opposed by Norman B. Newman (the “Trustee”), solely as the Liquidating Trustee of the World Marketing Liquidating Trust and the successor in interest to the Official Committee of Unsecured Creditors (the “Committee”) of World Marketing Chicago, LLC, et al. (collectively, the “Debtors”). This matter turns on whether expert evidence and the underlying facts relied on by the expert are admissible for the purposes of creating a genuine issue of material fact in dispute, thus barring entry of summary judgment.

For the reasons set forth more fully below, upon review of the parties’ respective filings and after conducting a hearing on the matter, the court finds that the parties’ dispute regarding the valuation methodology upon which the expert relies does not render the expert evidence inadmissible for these purposes. The report concludes that the Debtors were insolvent when they transacted with Associated, which Associated disputes. This creates a genuine issue of material fact and Associated is not therefore entitled to judgment as a matter of law. The Motion is, therefore, by a separate order entered concurrent herewith, denied.-

JURISDICTION

The federal district courts have “original and exclusive jurisdiction” of all cases under the Bankruptcy Code. 28 U.S.C. § 1334(a). The federal district courts also have “original but not exclusive jurisdiction” of all civil proceedings arising under title 11 of the United States Code, 11 U.S.C. § 101, et seq. (the “Bankruptcy Code”), or arising in or related to cases under the Bankruptcy Code. 28 U.S.C. § 1334(b). District courts may, however, refer these cases to the bankruptcy judges for their districts. 28 U.S.C. § 167(a). In accordance with section 157(a), the District Court for the Northern District of Illinois has referred all of its bankruptcy cases to the Bankruptcy Court for the Northern District of Illinois. N.D. Ill. Internal Operating Procedure 15(a).

A bankruptcy judge to whom a case has been referred may enter final judgment on any core proceeding arising under the Bankruptcy Code or arising in a case under the Bankruptcy Code. 28 U.S.C. § 157(b)(1). Bankruptcy judges must therefore determine, on motion or sua sponte, whether a proceeding is a core proceeding or is otherwise related to a case under the Bankruptcy Code. 28 U.S.C. § 157(b)(3). As to the former, the [674]*674court may hear and determine such matters. 28 U.S.C. § 157(b)(1). As to the latter, the bankruptcy court may hear the matters, but may not decide them without the consent of the parties. 28 U.S.C. §§ 157(b)(1) & (c); In re Radco Merch. Servs., Inc., 111 B.R. 684, 686 (N.D. Ill. 1990). Instead, the bankruptcy court must “submit proposed findings of fact and conclusions of law to the district court, and any final order or judgment shall be entered by the district judge after considering the bankruptcy judge’s proposed findings and conclusions and after reviewing de novo those matters to which any party has timely and specifically objected.” 28 U.S.C. § 157(c)(1).

A proceeding to determinate, avoid, or recover fraudulent conveyances arises only as a result of a case under the Bankruptcy Code and is statutorily specified as a core proceeding. 28 U.S.C. § 157(b)(2)(H). It follows that a motion for summary judgment under Civil Rule 56 relating to the foregoing is also a core proceeding.2 28 U.S.C. §§ 157(b)(1) & (2).

Accordingly, determination of the Motion is within the scope of the court’s jurisdiction and constitutional authority.

BACKGROUND

On a motion for summary judgment, the court draws all reasonable inferences and resolves all genuine facts in dispute in favor of the nonmovant. Schneiker v. Fortis Ins. Co., 200 F.3d 1055, 1057 (7th Cir. 2000). The following background reflects the facts which were contained in the submissions of the Trustee,3 unless otherwise indicated.

It appears that on August 27, 2014, the Debtors’ parent company, World Marketing Holdings, LLC (“Holdings”), acquired the assets and subsidiaries of World Marketing Inc. from BH Media Group Inc., a subsidiary of Berkshire Hathaway Inc. Resp., at p. 2. It further appears that Holdings then reorganized the subsidiaries as the three Debtors. Trustee’s Stmt., at p. 3. Holdings is the sole owner of each Debt- or and the Debtors are Holdings’ sole subsidiaries. Id., at p. 4.

Both the Trustee and Associated agree that on October 17, 2014 (the “Loan Closing Date”), Associated and Holdings entered into a credit agreement (the “Credit Agreement”) in which Associated agreed to make a revolving loan (the “Loan”) to Holdings with a facility cap up to $6 million, with the apparent purpose of providing working capital to Holdings and the Debtors. First Amended Complaint [Adv. Dkt. 20] (the “Complaint”), at p. 5; Trustee’s Stmt., at pp. 4-5. The Loan appears to be based on a borrowing formula. Trustee’s Stmt., at p. 4.

In connection with the Loan, on the Loan Closing Date, the Debtors and Robert M. Kraft, Robert W. Kraft and Blue Streak Holdings, LLC (collectively, the “Guarantors” and each, individually, a [675]*675“Guarantor”), executed an unconditional and absolute guaranty as a condition of the Loan, subjecting each Guarantor to joint and several liability for the Loan’s full amount and all obligations owed by Holdings to Associated under the Credit Agreement (the “Guaranty”). Resp., at p. 2. As security, the Debtors granted Associated a security interest in substantially all of the Debtors’ assets (the “Liens”). Trustee’s Stmt., at p. 9.

By July 10, 2015, Holdings had defaulted under the Credit Agreement and Associated had issued a default notice to Holdings and the Debtors. Id., at p. 10. On or about September 10, 2015, Associated swept the Debtors’ deposit accounts of approximately $3.2 million and applied those funds towards the outstanding Loan balance. Id., at pp. 10-11.

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Cite This Page — Counsel Stack

Bluebook (online)
574 B.R. 670, 2017 Bankr. LEXIS 2154, 64 Bankr. Ct. Dec. (CRR) 128, Counsel Stack Legal Research, https://law.counselstack.com/opinion/newman-v-associated-bank-national-assn-in-re-world-marketing-chicago-ilnb-2017.