PNY Technologies Inc. v. Polaroid Corp.

527 B.R. 335, 2015 U.S. Dist. LEXIS 33978, 60 Bankr. Ct. Dec. (CRR) 221
CourtDistrict Court, D. Minnesota
DecidedMarch 19, 2015
DocketBankruptcy No. 08-46617; Civil No. 14-754 (JRT)
StatusPublished

This text of 527 B.R. 335 (PNY Technologies Inc. v. Polaroid Corp.) is published on Counsel Stack Legal Research, covering District Court, D. Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
PNY Technologies Inc. v. Polaroid Corp., 527 B.R. 335, 2015 U.S. Dist. LEXIS 33978, 60 Bankr. Ct. Dec. (CRR) 221 (mnd 2015).

Opinion

MEMORANDUM OPINION AND ORDER VACATING THE ORDER OF THE BANKRUPTCY COURT

JOHN R. TUNHEIM, District Judge.

This matter arises out of the bankruptcy proceedings of Debtor Polaroid Corporation (“Polaroid”). Appellant PNY Technologies, Inc. (“PNY”) submitted a proof of claim in the amount of $686,837.57 in the bankruptcy proceeding seeking payments related to its prior business relationship with Polaroid. John R. Stoebner as trustee of the bankruptcy estates of Polaroid (“Trustee”) objected to this claim. At an initial hearing on the Trustee’s objections, PNY requested discovery related to documents it believed would prove its entitlement to the amounts claimed in its proof of claim. The Bankruptcy Court later concluded that discovery on the Trustee’s objections was unnecessary and granted summary judgment in the Trustee’s favor, disallowing $575,123.97 of PNY’s claim. The Bankruptcy Court concluded that this amount of PNY’s claim sought certain costs related to deductions, for which PNY bore sole responsibility pursuant to the business relationship between PNY and Polaroid, and therefore could not recover from Polaroid. The Bankruptcy Court concluded that discovery on the claims was unnecessary because any documentation demonstrating PNY’s entitlement to the $575,123.97 should be in PNY’s possession. PNY then brought a motion for reconsideration, which the court also denied.

The matter is now before this Court on PNY’s appeal from the Bankruptcy Court’s grant of summary judgment in the Trustee’s favor with respect to the $575,123.97 of deductions sought in PNY’s claim. PNY also appeals from the Bankruptcy Court’s denial of its motion for reconsideration. Because the Court concludes that the Bankruptcy Court abused its discretion in refusing to allow PNY the opportunity to conduct discovery prior to the entry of summary judgment, the Court will vacate the Bankruptcy Court’s summary judgment order and remand for further proceedings to allow PNY to conduct limited discovery to support its claim.

[338]*338BACKGROUND

I. PROOF OF CLAIM

On February 20, 2009, PNY filed a proof of claim against Polaroid in the bankruptcy proceeding in the amount of $686,837.57. (Appellant’s Br., Exs. 1-2 (“App.”) at 7-14, Apr. 1, 2014, Docket No. 13.)1 On October 5, 2009, PNY filed a duplicate proof of claim in the same amount, noting that the proof of claim was “already filed” but it was being resent due to the fact that the bankruptcy proceeding had changed from a Chapter 11 to a Chapter 7 proceeding. (App. at 15-21.) The Court will refer to the two proofs of claim collectively as PNY’s proof of claim.

PNY’s proof of claim is related to two contracts entered into between Polaroid and PNY. The first contract was a Brand License Agreement (“the BLA”) entered into on July 18, 2006. (App. at 514-43.) Under the BLA, Polaroid agreed to allow PNY to utilize the brand name, trademarks, trade dress and logos of the Polaroid enterprise on certain consumer merchandise that was manufactured and/or sold by PNY. (App. at 51415.) Polaroid and PNY entered into the second contract — a Support Services Agreement (“the SSA”) — on April 6, 2007. (App. at 27-37.) Under the SSA, Polaroid agreed to use the Polaroid enterprise’s established vendor-retailer relationship with the Target Corporation (“Target”) to place PNY-produced goods with that retailer. Specifically, the SSA acknowledges that the parties are already signatories to the BLA, and that they “are desirous of entering into this Services Agreement to provide for the rights and responsibilities of each of them with regard to a specific sales opportunity involving certain PNY products bearing the Polaroid brand.” (App. at 27.)

The SSA provides the following steps involving Polaroid’s involvement: (1) Polaroid will accept purchase orders from Target for specific PNY products; (2) within two days of receipt of the purchase order, Polaroid is to create and transmit a corresponding purchase order to PNY; (3) Polaroid, upon receipt of confirmation that PNY has shipped the goods to Target, will invoice Target for the cost of those goods; and (4) upon receipt of payment from Target, Polaroid will remit the same, minus a service fee, to PNY. (App. at 28.)2

Under the SSA, PNY is “solely responsible for any situations, risks, liabilities, and claims relating to charge backs, price protections and discounts, marketing development fees, late or incomplete shipments, returns, recalls, consolidation fees and charges, and similar risks relating to or arising from the sale of the Products to [Target]” and “solely responsible for all return goods, shipping charges, shipping discrepancies, or goods that are returned for any reason.” (App. at 29.)

[339]*339In its proof of claim filed in the bankruptcy proceedings, PNY sought a total of $686,837.57, including $111,713.60 for unpaid invoices under the SSA and $575,123.97 in “deductions” for advertising, price protection, price variance, return difference, rebate, short shipment, violations, and miscellaneous expenses. (App. at 8.)

II. THE ADVERSARY PROCEEDING

In December 2010, after PNY had filed its proof of claim in the bankruptcy proceeding, the Trustee commenced an adversary proceeding against PNY. (Bankr. Transmittal II, Ex. 1, Mar. 18, 2014, Docket No. 7.) In the adversary proceeding, the Trustee alleged, among other things, a claim for breach of contract arguing that PNY had failed to pay Polaroid royalty payments due under the BLA, (id., Ex. 1 ¶¶ 19-26), in the amount of $472,946.93 (id., Ex. 8 at 5). The Trustee also sought to disallow PNY’s claim in the bankruptcy proceeding until PNY satisfied its liability in the adversary proceeding. (Id., Ex. 1 ¶¶ 27-29.)

On May 10, 2011, the Trustee and PNY filed cross motions for summary judgment on the breach of contract claim in the adversary proceeding. (Id., Exs. 7-8.) On June 3, 2011, after filing its motion for summary judgment, PNY served discovery requests on the Trustee in the adversary proceeding. (App. at 166-94.) PNY requested, among other documents:

Any and all documents relating to communications and/or correspondence between Polaroid and Target regarding the purchase of products pursuant to the Support Services Agreement.
Any and all documents relating to communications and/or correspondence between Polaroid and Target regarding the payment for products purchased by Target pursuant to the Support Services Agreement.
Any and all documents relating to communications, correspondence, discussions and/or negotiations between Polaroid and Target regarding amounts due and owing for good[s] supplied to Target pursuant to the Support Services Agreement.

(App. at 180-81.) Answers to these requests were due July 5, 2011. (App. at 167.)3 But the Trustee never responded to the requests. A hearing was held on the summary judgment motions on June 22, 2011. (Bankr. Transmittal II, Ex. 16 at 2; Bankr. Tr., Mar. 18, 2014, Docket No. 9.)

III. OBJECTIONS TO PROOFS OF CLAIM

On June 21, 2011, the day before the summary judgment hearing in the adversary proceeding, the Trustee brought a motion objecting to PNY’s proof of claim in ■ the bankruptcy proceeding. (Bankr. Transmittal I, Ex. 4, Mar. 18, 2014, Docket No.

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Bluebook (online)
527 B.R. 335, 2015 U.S. Dist. LEXIS 33978, 60 Bankr. Ct. Dec. (CRR) 221, Counsel Stack Legal Research, https://law.counselstack.com/opinion/pny-technologies-inc-v-polaroid-corp-mnd-2015.