Post-Confirmation Committee v. Tomball Forest, Ltd. (In re Bison Building Holdings, Inc.)

473 B.R. 168
CourtUnited States Bankruptcy Court, S.D. Texas
DecidedMay 14, 2012
DocketBankruptcy No. 09-34452; Adversary No. 11-3339
StatusPublished
Cited by6 cases

This text of 473 B.R. 168 (Post-Confirmation Committee v. Tomball Forest, Ltd. (In re Bison Building Holdings, Inc.)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, S.D. Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Post-Confirmation Committee v. Tomball Forest, Ltd. (In re Bison Building Holdings, Inc.), 473 B.R. 168 (Tex. 2012).

Opinion

[171]*171 MEMORANDUM OPINION

MARVIN ISGUR, Bankruptcy Judge.

Defendant Tomball Forest, Ltd. has moved for summary judgment. The chapter 11 Plan for Debtors Bison Building Holdings, Inc.; Bison Multi-Family Sales, LLC; Bison Construction Services, LLC; Bison Building Materials Nevada, LLC; Bison Building Materials, LLC; Bison Building GP, Inc.; HLBM Company; and Milltech, Inc. (collectively, “Bison”) established a Post-Confirmation Committee. The Committee sued Tomball Forest to avoid allegedly preferential transfers from Bison.

Tomball Forest argues that it is entitled to summary judgment on the basis of its contemporaneous exchange and ordinary course affirmative defenses. The Committee filed a cross motion for summary judgment as to Tomball Forest’s contemporaneous exchange defense. The Court denies Tomball Forest’s motion for summary judgment and grants the Committee’s motion for partial summary judgment.

Jurisdiction

The District Court has jurisdiction over this proceeding pursuant to 28 U.S.C. § 1334. This proceeding has been referred to the Bankruptcy Court by General Order 2005-06. This is a core proceeding under 28 U.S.C. § 157(b)(2)(F).

Bankruptcy Court’s Authority

This is a proceeding to recover allegedly preferential transfers under 11 U.S.C. § 547(b). This Court may not issue a final order or judgment in matters that are within the exclusive authority of Article III courts. Stern v. Marshall, — U.S. -, 131 S.Ct. 2594, 2620, 180 L.Ed.2d 475 (2011). The Court may, however, exercise authority over essential bankruptcy matters under the “public rights exception.” Actions to recover preferential transfers under § 547 fall within the Bankruptcy Court’s constitutional authority. West v. Freedom Medical, Inc. (In re Apex Long Term Acute Care-Katy, L.P.), 465 B.R. 452 (Bankr.S.D.Tex.2011).

Under Thomas v. Union Carbide Agricultural Products Co., a right closely integrated into a public regulatory scheme may be resolved by a non-Article III tribunal. 473 U.S. 568, 593, 105 S.Ct. 3325, 87 L.Ed.2d 409 (1985). The Bankruptcy Code is a public scheme for restructuring debtor-creditor relations, necessarily including “the exercise of exclusive jurisdiction over all of the debtor’s property, the equitable distribution of that property among the debtor’s creditors, and the ultimate discharge that gives the debtor a ‘fresh start’ by releasing him, her, or it from further liability for old debts.” Central Va. Cmty. College v. Katz, 546 U.S. 356, 363-64, 126 S.Ct. 990, 163 L.Ed.2d 945 (2006); see Northern Pipeline Constr. Co. v. Marathon Pipe Line Co., 458 U.S. 50, 71, 102 S.Ct. 2858, 73 L.Ed.2d 598 (1982) (plurality opinion) (noting in dicta that the restructuring of debtor-creditor relations “may well be a ‘public right’ ”). But see Stern, 131 S.Ct. at 2614 (“We noted [in Granfinanciera, S.A. v. Nordberg, 492 U.S. 33, 56 n. 11, 109 S.Ct. 2782, 106 L.Ed.2d 26 (1989) ] that we did not mean to ‘suggest that the restructuring of debt- or-creditor relations is in fact a public right.’ ”).

To determine whether a matter falls within the public rights exception to exclusive Article III authority, the Court examines whether an issue “stems from the bankruptcy itself or would necessarily be resolved in the claims allowance process.” Stern, 131 S.Ct. at 2618; Apex, 465 B.R. at 460. A matter stems from the bankruptcy itself if the right is established by the Bankruptcy Code or if the substantive outcome of the issue is affected by [172]*172bankruptcy law. Apex, 465 B.R. at 460. A matter would necessarily be resolved in the claims allowance process if it can be resolved through the exercise of in rem jurisdiction over the bankruptcy estate or if the proceeding is necessary to effectuate such in rem jurisdiction. Id.

Preferential transfer actions both stem from the bankruptcy itself and are decided primarily pursuant to in rem jurisdiction. The right to recover preferential transfers is established by the Bankruptcy Code, and preferential transfer actions are fundamental to the bankruptcy scheme. Id. at 463. Preferential transfer actions also fall within, or are necessary to effectuate, a bankruptcy court’s in rem jurisdiction over the property of the estate. Id. at 463-64 (citing Katz, 546 U.S. at 372, 126 S.Ct. 990). The Bankruptcy Code effectively treats preferentially transferred property as if it had always been property of the estate. Id. at 464. The determination of avoidance therefore falls within a bankruptcy court’s in rem jurisdiction, and the court may issue a turnover order under § 550(a) “ancillary to and in furtherance of the court’s in rem jurisdiction.” Id. (quoting Katz, 546 U.S. at 372, 126 S.Ct. 990).

Because preferential transfer actions stem from the bankruptcy itself and can be decided through in rem jurisdiction, the Court has constitutional authority to enter a final judgment in this adversary proceeding.

Summary Judgment Standard

“The court shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and that the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). Fed. R. Bankr.P. 7056 incorporates Rule 56 in adversary proceedings.

A party seeking summary judgment must demonstrate: (i) an absence of evidence to support the non-moving party’s claims or (ii) an absence of a genuine dispute of material fact. Sossamon v. Lone Star State of Tex., 560 F.3d 316, 326 (5th Cir.2009); Warfield v. Byron, 436 F.3d 551, 557 (5th Cir.2006). A genuine dispute of material fact is one that could affect the outcome of the action or allow a reasonable fact finder to find in favor of the non-moving party. Brumfield v. Hollins, 551 F.3d 322, 326 (5th Cir.2008).

A court views the facts and evidence in the light most favorable to the non-moving party at all times. Campo v. Allstate Ins. Co., 562 F.3d 751, 754 (5th Cir.2009). Nevertheless, the Court is not obligated to search the record for the non-moving party’s evidence. Malacara v. Garber, 353 F.3d 393, 405 (5th Cir.2003).

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473 B.R. 168, Counsel Stack Legal Research, https://law.counselstack.com/opinion/post-confirmation-committee-v-tomball-forest-ltd-in-re-bison-building-txsb-2012.