Quintana v. Internal Revenue Service, Bureau of Land Management (In Re Quintana)

107 B.R. 234, 1989 Bankr. LEXIS 1925, 19 Bankr. Ct. Dec. (CRR) 1585

• Court: United States Bankruptcy Appellate Panel for the Ninth Circuit
• Decided: October 27, 1989
• Docket: BAP No. ID 87-1946 VPR, Bankruptcy No. 87-01240-F
• Status: Published

Opinions

OPINION

Before VOLINN, PERRIS and RUSSELL, Bankruptcy Judges.

BARRY RUSSELL, Bankruptcy Judge:

The debtors’ Chapter 12 case was dismissed because their aggregate debts exceeded the statutory limitations for eligibility to file a Chapter 12 petition. The bankruptcy court rejected the debtors’ argument that, for eligibility purposes, the value of a nonrecourse obligation should be written down to the value of the collateral. The court also rejected the debtors’ argument that their aggregate debts should be reduced by a counterclaim that the debtors had asserted against a creditor. We affirm.

I. FACTS

In May 1979, the debtors Thomas M. and Delores J. Quintana borrowed $1 million from Connecticut General Life Insurance Company. The loan was secured by real property in Idaho. On March 8,1985, after the debtors defaulted on both notes, Connecticut General brought an action in Idaho state court for a money judgment and for a decree of foreclosure and order of sale of its interest. The debtors answered and counterclaimed, alleging that Connecticut General had wrongfully procured the appointment of a receiver to conduct the debtors’ business, and that the receiver had damaged the debtors’ business by acting in a reckless and grossly negligent manner while acting as an agent of Connecticut General. The debtors sought compensatory damages in the amount of $75,000 and punitive damages in the amount of $1 million on their counterclaim.

On September 10, 1986, the Idaho state court entered summary judgment in favor of Connecticut General and declined to enter summary judgment on the debtors’ counterclaim, stating that it presented genuine issues of material fact. During the proceedings, Connecticut General waived its right to subsequently pursue a deficiency judgment against the debtors.

On April 17, 1987, the Quintanas filed a Chapter 12 petition. Connecticut General moved to dismiss the case on the grounds that the debtors’ aggregate debts exceeded the statutory limitation of $1.5 million and that the debtors were therefore ineligible to file a Chapter 12 petition. On July 6, 1987, the bankruptcy court held a hearing, found that the Quintanas’ aggregate debts exceeded $1.5 million, and dismissed the ease.

The debtors timely appealed. On appeal, it is not disputed that Connecticut General has a claim for an amount in excess of $1.5 million. It is also not disputed that for these purposes the value of the property is about $600,000, an amount substantially less than $1.5 million.

II.ISSUE

Whether the debtors’ aggregate debts exceeded $1.5 million in view of Connecticut General’s waiver of a deficiency judgment and in view of the debtors’ counterclaim against Connecticut General.

III.STANDARD OP REVIEW

The facts are not in dispute. On appeal is the definition and application of the term “aggregate debts,” as used in Section 101(17)(A).¹ “Questions of statutory interpretation are reviewed de novo.” Sierra Switchboard. Co. v. Westinghouse Elec. Corp., 789 F.2d 705, 707 (9th Cir.1986).

IV.DISCUSSION

Section 109 contains the statutory limits on “Who may be a debtor.” Subsection (f) states that “Only a family farmer with regular annual income may be a debt- or under Chapter 12 of this title.” Family farmer is defined along with certain other terms in Section 101. A family farmer is defined as an

individual or individual and spouse engaged in a farming operation whose aggregate debts do not exceed $1,500,000 and

not less than 80 percent of whose aggregate noncontingent, liquidated debts (excluding a debt for the principal residence of such individual or such individual and spouse unless such debt arises out of a farming operation), on the date the case is filed, arise out of a farming operation owned or operated by such individual or such individual and spouse, and

such individual or such individual and spouse receive from such farming operation more than 50 percent of such individual’s or such individual and spouse’s gross income for the taxable year preceding the taxable year in which the case concerning such individual or such individual and spouse was filed.

11 U.S.C. § 101(17)(A) (emphasis and formatting added). The element of the statutory definition that is at issue in this appeal is that to qualify as a family farmer, a debtor’s aggregate debts must not exceed $1.5 million on the date that the petition is filed.² See also § 101(17)(B)(ii) (the same $1.5 million debt ceiling applies when the petitioner is a corporation or a partnership).

The phrase “aggregate debts,” as used in Section 101(17)(A), is the most inclusive phrase used in the Bankruptcy Code in regards to aggregations of debts. Chapter 12’s debt-ceiling limitation is not defined in terms of aggregate “noncontin-gent, liquidated debts,” as Chapter 13’s eligibility requirements are defined, nor is it defined in terms of claims that are “not contingent as to liability or the subject of a bona fide dispute,” as eligibility for a creditor to file an involuntary petition is defined. Compare § 101(17)(A) with § 109(e) and § 303(b)(1). Two different definitions of debts are used within Section 101(17)(A) itself. “The $1,500,000 limitation refers to ‘aggregate debts,’ a term which is much broader than the ‘aggregate, noncontin-gent, liquidated debts’ language used in connection with the 80% test.” 3 Norton Bankruptcy Law and Practice § 81.02 at 2 (1988). Thus, the term “aggregate debts” excludes fewer types of debts than the other more limited terms. In fact, the term “aggregate debts” includes all types of debts.

A debt is defined in Section 101(11) as “liability on a claim.” A claim is broadly defined in Section 101(4) to include a “right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured.” The legislative history to Section 101(4) emphasizes the broad definition of “claim” and states that “[b]y this broad definition ... the bill contemplates that all legal obligations of the debtor, no matter how remote or contingent, will be able to be dealt with in the bankruptcy case.” H.R.Rep. No. 595, 95th Cong., 1st Sess. 309 (1977); S.Rep. No. 989, 95th Cong., 2d Sess. 21-22 (1978), U.S.Code Cong. & Admin.News 1978, pp. 5787, 5807-08, 6266. A relevant example of how broadly the term “claim” has been interpreted may be found in Downey Sav. & Loan Ass’n v. Metz (In re Metz), 820 F.2d 1495 (9th Cir.1987), where the Ninth Circuit held that a lien on property of the debtor was a claim against the debtor that could be dealt with by a Chapter 13 plan even though the debtor’s in personam liability had been discharged in a prior Chapter 7. Id. at 1498.

The term “debt” has the same broad meaning as the term “claim.” See, e.g., In re Vaughan, 100 B.R. 423 (Bankr.S.D.Ill.1989). The legislative history to Section 101(11) states that “[t]he terms [debt and claim] are coextensive: a creditor has a ‘claim’ against the debtor; the debtor owes a ‘debt’ to the creditor.” H.R.Rep. No. 95-595 at 310; S.Rep. No. 95-989 at 23, U.S.Code Cong. & Admin.News 1978, pp. 5809, 6267. In re Johnson-Allen, 871 F.2d 421, 424 (3rd Cir.1989). The term “coextensive” in the legislative history clearly suggests that both terms have the same scope.³ E.g., Danning v. Bozek (In re Bullion Reserve of N. Am.), 836 F.2d 1214, 1219 (9th Cir.), cert. denied, 486 U.S. 1056, 108 S.Ct. 2824, 100 L.Ed.2d 925 (1988). Any difference between the two definitions are merely those differences inherent in describing a term from opposing points of view. “Debt” concerns itself with a debt- or’s obligation, while “claim” concerns itself with a creditor’s rights. In re Pulliam, 90 B.R. 241, 245 (Bankr.N.D.Tenn.1988). Thus, a debt is coextensive with a claim. To the extent that a creditor has a claim against the debtor, the debtor owes a debt to the creditor.

We recognize the authority supporting the dissent’s position that the term “debt” is narrower than the term “claim” and that liability on the claim must be established or unchallenged before a claim becomes a debt. See, e.g., In re Lands, 85 B.R. 83 (Bankr.E.D.Ark.1988); In re Carpenter, 79 B.R. 316 (Bankr.S.D.Ohio 1987); In re Lambert, 43 B.R. 913 (Bankr.D.Utah 1984). We believe however that this position is inconsistént with the command of the legislative history that the claims be construed coextensively.

It is a general rule of statutory construction that a term should be construed consistently throughout a statute. See Yamaguchi v. State Farm Mutual Automobile Insurance Co., 706 F.2d 940, 947 (9th Cir.1983). This is particularly true where, as here, Congress has taken the effort to provide a definition applicable to the entire Bankruptcy Code. The narrow definition of the term debt is inconsistent with the application of that term in other sections of the Code⁴ and may have drastic consequences if that definition is applied in other sections of the Code that use the term “debt” in an unrestricted manner. For example, sections 727(a), 1141(d), 1228(c) and 1328(c) provide that a discharge or confirmation of a plan discharges a debt- or from all “debt[s].” If the term “debt” is limited to unchallenged or established liabilities, as suggested by some of the cases cited in the prior paragraph, á discharge would be limited in scope and the fresh start purposes of the Bankruptcy Code would be significantly impaired. If the term is limited to liability on allowed claims, as the dissent implies, the impairment would be more severe.⁵

Finally, cases which define the term “debt” narrowly in the context of a Chapter 12 eligibility determination, see In re Williams Land Co., 91 B.R. 923, 927 (Bankr.D.Or.1988); Lands, supra; Carpenter, supra, rely primarily on cases determining Chapter 13 eligibility. See In re Lambert, supra, In re King, 9 B.R. 376 (Bankr.D.Or.1981). Lambert and King involve determinations under section 109(e) which limits Chapter 13 eligibility to individuals with “noncontingent, liquidated, unsecured debts of less than $100,000.” Those cases considered the relationship of “disputed” or similar terms to the terms “noncontingent” or “liquidated” and held that disputed debts could not be counted toward the $100,000 debt limitation. The issue in Lambert and King involved the interpretation of a section where the term “debt” was expressly restricted rather than the interpretation of a section where, as in this ease, the term is unrestricted. In addition, the holdings of King and Lambert are inconsistent with In re Sylvester, 19 B.R. 671 (9th Cir. BAP 1982), where the Panel noted that the terms “disputed,” “contingent” and “unliquidated” have different meanings and held that where the amount of the debt was readily ascertainable, the fact that the debt was disputed would not preclude its use in determining eligibility under section 109(e). If Sylvester refused to use the narrow definition in the context of a statutorily restricted application of the term debt, we will not do so here and we adopt the statute’s broad definition of that term for purposes of determining Chapter 12 eligibility.

Although Connecticut General’s proof of claim reflected a debt in excess of $1.5 million and an apparent ineligibility for Chapter 12 relief,⁶ debtors argue that Con-neeticut General’s claim is not, in its entirety, a debt that should be considered in determining Chapter 12 eligibility. Debtors argue that the entire amount of Connecticut General’s nonrecourse claim against the property is not a debt and that the amount of their aggregate debts should be reduced by the value of their counterclaims against Connecticut General. For the reasons set forth below, we disagree.

A. A Nonrecourse Claim Against The Property Of The Debtors Should Be Treated As A Claim Against The Debtors Personally For Eligibility Purposes.

The main issue present in this appeal is whether Connecticut General’s claim should be valued at its full amount or at some lower value based on the amount that Connecticut General is likely to receive in collection on it. This issue arises due to Connecticut General’s waiver of its right to pursue a deficiency judgment. The debtors assert that the value of Connecticut General’s claim should be valued at the value of the land, because they are no longer personally liable for any deficiency. This issue is important because if this debt were valued at only $600,000 instead of $1.5 million, then the debtors would no longer violate Chapter 12’s debt-ceiling limitation.

Debtors’ argument, however, ignores Section 102(2), one of the Bankruptcy Code’s basic rules of construction, which provides that a claim against property of the debtor is treated as a claim against the debtor personally. Pursuant to Section 103(a), that rule of construction applies to a case under Chapter 12. The legislative history reflects that Section 102(2) squarely addresses the issue before this panel.

This paragraph [Section 102(2) ] is intended to cover nonrecourse loan agreements where the creditor’s only rights are against property of the debtor, and not against the debtor personally. Thus, such an agreement would give rise to a claim that would be treated as a claim against the debtor personally, for the purposes of the Bankruptcy Code.

H.R.Rep. No. 95-595 at 315; S.Rep. No. 95-989 at 28, U.S.Code Cong. & Admin.News 1978, pp. 5814, 6272.

The obligation at issue in this appeal was personally created by the Quinta-nas. Even though Connecticut General has waived its right to pursue the remedy of a deficiency judgment, under section 102(2) the claim against the property is a claim against the debtors. Because the term claim is coextensive with the term debt, this obligation is a debt of the debtors which is defined by the amount of the claim against the property. Connecticut General’s claim against the property is approximately $1.528 million because it has the right to payment of that amount from the property or from the proceeds of the sale of the property. Although, as a practical matter, Connecticut General will only be able to collect the value of the property, it has the right to payment of the entire obligation if under some circumstance, the property is sold for more than its present value.⁷ Therefore, although the collectability may be limited to the value, the right to payment is not so limited and consequently neither is the claim, nor the debt. Accordingly, notwithstanding the non-recourse nature of the obligation, the entire debt is to be considered in computing aggregate debts.

B. The Amount Of The Quintanas’ Aggregate Debts Should Not Be Reduced By The Value Of Any Of Their Assets, Including Their Counterclaim.

The debtors argue that they should be allowed to set-off their counterclaim against their debt to Connecticut General. However, eligibility is simply defined in terms of aggregate debts, and not in terms of “net” aggregate debts. The Bankruptcy Appellate Panel has held that, for the purpose of determining eligibility for a Chapter 13, the amount of debt should not be reduced by the value of a counterclaim asserted by the debtor. Sylvester v. Dow Jones & Co. (In re Sylvester), 19 B.R. 671, 673 (9th Cir. BAP 1982).

The debtors’ desire to set-off their counterclaim against their debt to Connecticut General is no different from any other attempt to set-off, with the added practical difficulty inherent in the valuation of an unliquidated counterclaim. The analysis is similar: a counterclaim, if it has some value, is an addition to assets of the estate and not a reduction to its liabilities. The term “aggregate debts” should not be interpreted as aggregate debts less certain assets. In re Sylvester, 19 B.R. at 673. See also In re Stedman, 72 B.R. 49, 53 (Bankr.D.N.D.1987) (Chapter 12 debtors were not allowed to set-off the Federal Land Bank stock that they had been required to purchase as a precondition to incurring debt to the Federal Land Bank against the debt that they did owe to the Bank).⁸

C. The Debt-Ceiling Limitation Should Be Enforced As Written.

It appears that the Quintanas might be family farmers in every definition of the phrase except for the definition provided by the Bankruptcy Code because the Quintanas fall just beyond the line that Congress drew for eligibility to file a Chapter 12. However, the line is where Congress placed it.

It is not necessarily “inequitable” if the Quintanas do not qualify to file under Chapter 12 because it was never expected that every single family that farms and that wants to file for bankruptcy would be eligible to file a Chapter 12 petition. “It was estimated that 90% of farmers would be eligible for Chapter 12 treatment, based on its $1.5 million debt-limit ceiling.” 5 Bkr-L Ed., Code Commentary & Analysis § 44.1:2 at 7 (1987) (citations omitted). “Congress made it clear that Chapter 12 was not to apply to all farming operations, of whatever size.” In re Stedman, 72 B.R. at 54. See also Norwest Bank Worthington v. Ahlers (In re Ahlers), 485 U.S. 197, 210 n. 9, 108 S.Ct. 963, 970 n. 9, 99 L.Ed.2d 169 (1988) (dicta; the Ahlers, who were family farmers in the lay sense of the term, did not qualify for Chapter 12).

Even assuming arguendo that it is somehow “inequitable” for these debtors not to qualify to file a Chapter 12 petition, “[w]e have serious doubts ... about the propriety of judges’ declining to enforce statutes that produce inequitable results. Bankruptcy statutes are not special cases.” Bonded Fin. Servs., Inc. v. European Am. Bank, 838 F.2d 890, 894 (7th Cir.1988) (citations omitted). Underinclusive legislation, such as Chapter 12, is still valid legislation and should be enforced as written.⁹

Liberal interpretation of the statute in the manner suggested by the debtors,¹⁰ should not be used to circumvent the plain meaning of the statutory language. Chapter 12’s debt-ceiling limitation has been uniformly interpreted in accordance with the way the ordinary language of the statute. Reiners v. Federal Land Bank of Jackson (In re Reiners), 846 F.2d 1012, 1013 (5th Cir.1988).¹¹

V. CONCLUSION

Congress has defined and limited eligibility to file a Chapter 12 petition in such a fashion as to exclude some who appear to be family farmers in the lay sense of the phrase. That is the prerogative of the legislature.

These debtors do not qualify to file a petition under Chapter 12 because they have more than $1.5 million in aggregate debts. Their debts may not be reduced merely because Connecticut General waived its right to pursue a deficiency judgment; nor may their debts be reduced by a counterclaim against a creditor.

One of the substantial benefits available to Chapter 12 debtors is the ability to write down an undersecured debt to the value of the land used as collateral and, at the same time, to keep the land. Presumably, this is the Quintanas’ goal. However, only those debtors who qualify for relief under Chapter 12 may enjoy any of its substantial benefits. Specifically, Chapter 12 has a debt-ceiling limitation that must be met before a petitioner is allowed to enjoy the benefits of Chapter 12, such as writing down secured debt. The test for eligibility “is simply described and should be simply applied.” Whaley v. United States (In re Whaley), 76 B.R. 95, 97 (N.D.Miss.1987).

We affirm the dismissal of the petition.

1 . All citations are to Title 11, U.S.C., unless otherwise noted.

2 . Although the statute does not explicitly state when the eligibility requirement concerning the debt-ceiling limitation is to be determined, it does state that the second element is to be determined "on the date the case is filed.” That date is the logical date to be used for these purposes also. In re Carpenter, 79 B.R. 316, 320 (Bankr.S.D.Ohio 1987); In re Labig, 74 B.R. 507, 509 (Bankr.S.D.Ohio 1987); In re Orr, 71 B.R. 639, 641 n. 4 (Bankr.E.D.N.C.1987). Thus, the debtor must meet the eligibility requirements on the date the petition is filed.

3 . Although some authorities have characterized this language as imprecise, see In re Pearson, 773 F.2d 751, 755 (6th Cir.1985), we disagree with this characterization.

4 .In In re Sierra Steel, Inc., 96 B.R. 275 (9th Cir. BAP 1989), the Panel indicated that disputed or contingent liabilities must be included in determining total indebtedness for purposes of determining insolvency under section 547. The Panel also noted in Sierra Steel that contingent debts must be reduced to reflect their present or expected amount. Other courts have recognized the appropriateness of reducing disputed or contingent debts to reflect the possibility that liability will not be established or a contingency will not come to pass in determining the amount of debt for purposes of determining insolvency. See In re Kucharek, 79 B.R. 393 (Bankr.E.D.Wisc.1987). Because the debt in this case is undisputed, we need not determine whether it would be appropriate in analyzing Chapter 12 eligibility to so limit the amount of the debt on the basis of the probability that liability will not be established or that the nonoccurrence of a contingency will prevent a liability from coming to fruition.

5 . Apparently to avoid situations like this, In re Lambert, supra, suggests that the term "debt” may have different meanings for different sections of the code. However, Congress provided one definition for this term, which it made applicable to the entire title. Moreover, section 109(e) and other such sections indicate, Congress knew how to restrict the meaning of debt if it chose to do so to provide a different meaning for different sections.

6 . The debtors’ schedules should be the starting point to a determination of the debtor’s aggregate debts. A Chapter 12 petition was properly dismissed in Reiners v. Federal Land Bank of Jackson (In re Reiners), 846 F.2d 1012 (5th Cir.1988), when it was "undisputed that the aggregate debt reflected on the face of the Reiners’ petition was greater than $1.5 million.” Id. at 1013. The Quintanas' schedules do not reflect aggregate debts greater than $1.5 million. However, the schedules are not dispositive. If the debtors' schedules were dispositive, then eligibility could be created by improper or incomplete scheduling of creditors. A bankruptcy court should "look past the schedules to other evidence submitted when a good faith objection to the debtor’s eligibility has been brought by a party in interest.” In re Williams Land Co., 91 B.R. 923, 927 (Bankr.D.Or.1988).

7 . For example, if the property is sold under section 363, Connecticut General could bid the full amount of its obligation at the sale. 11 U.S.C. § 363(k).

8 . Even if the debtors’ argument were to be accepted, that the amount of aggregate debts should be reduced by the value of their counterclaim, the counterclaim must first satisfy a threshold test for merit. In re Carpenter, 79 B.R. 316, 319-20 (Bankr.S.D. Ohio 1987). The Quintanas’ counterclaim does not pass such a threshold test. The bankruptcy court noted that the counterclaim "appears to be of questionable merit, particularly the claim for $1 million punitive damages.” In re Quintana, No. 87-01240F, slip op. at 3 n. 3 (Bankr.D. Idaho Aug. 14, 1987) (Order of Dismissal). In addition, some evidence of the debtors’ own opinion of the merits of their counterclaim is provided by noting that the debtors chose to omit their counterclaim when they scheduled, under penalty of perjury, the assets of their estate.

9 . It has been said that Chapter 12, as emergency legislation in response to the farm financing crisis, is a novel program that might be in need of refinement. 132 Cong.Rec. S15,075 (daily ed. Oct. 3, 1986) (remarks of Sen. Thurmond); id. at S15,092 (remarks of Sen. DeConcini). Such refinement may be needed to prevent the exclusion of these family farmers from bankruptcy relief under Chapter 12. However, that is a matter for Congress to consider and for not the courts. ”[R]elief from current farm woes cannot come from a misconstruction of the applicable bankruptcy laws, but rather, only from action by Congress.” Norwest Bank Worthington v. Ahlers (In re Ahlers), 485 U.S. 197, 209, 108 S.Ct. 963, 970, 99 L.Ed.2d 169 (1988).

10 . Debtors support their argument that Chapter 12 should be liberally construed with citations to cases involving Section 75, the former farmer-relief section of the Bankruptcy Act of 1898. Agricultural Compositions and Extensions Act, 11 U.S.C. § 203 (enacted March 3, 1933, expired March 1, 1949). However, the Ninth Circuit has held that a court could not allow a case to continue under Section 75 with a debtor who did not meet the eligibility requirements. McLaughlin Land & Livestock Co. v. Bank of Am. Nat'l Trust & Sav. Ass’n, 122 F.2d 193 (9th Cir.), cert. denied, 314 U.S. 700, 62 S.Ct. 483, 86 L.Ed. 560 (1941). Although Section 75 may have been otherwise liberally construed, courts were constrained then as they are now, in that they cannot create eligibility where none has been granted by Congress.

11 . See also In re Williams Land Co., 91 B.R. 923, 927-28 (Bankr.D.Or.1988); In re Carpenter, 79 B.R. 316, 321 (Bankr.S.D. Ohio 1987); In re Baldwin Farms, 78 B.R. 143, 144 (Bankr.N.D. Ohio 1987); In re Henderson Ranches, 75 B.R. 225, 226 (Bankr.D.Idaho 1987); In re Johnson, 73 B.R. 107, 109 (Bankr.S.D. Ohio 1987); In re Stedman, 72 B.R. 49, 54 (Bankr.D.N.D.1987).