ReGen Capital I, Inc. v. Halperin

547 F.3d 484
CourtCourt of Appeals for the Second Circuit
DecidedOctober 29, 2008
DocketDocket No. 06-3449-bk
StatusPublished

This text of 547 F.3d 484 (ReGen Capital I, Inc. v. Halperin) is published on Counsel Stack Legal Research, covering Court of Appeals for the Second Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
ReGen Capital I, Inc. v. Halperin, 547 F.3d 484 (2d Cir. 2008).

Opinion

PER CURIAM:

Regen Capital I, Inc. (“ReGen”), as authorized administrative agent of AT & T [487]*487Corp. (“AT & T”), filed a general unsecured claim in the United States Bankruptcy Court for the Southern District of New York (Robert D. Drain, Bankruptcy Judge) against U.S. Wireless Data, Inc. (“the Debtor”), based on pre-petition defaults arising from an executory contract for AT & T to provide the Debtor with telecommunications services. Having missed the bar date set by the bankruptcy court for “cure claims,” see 11 U.S.C. § 365(b)(1)(A); see also infra at 488-89 (discussing role of cure claims in Chapter 11 reorganizations), ReGen asserted that it was filing a general unsecured claim. Rejecting this characterization, the bankruptcy court expunged ReGen’s claim, holding (a) that the AT & T claim pursued by ReGen had been cured in an amount submitted by the Debtor, and (b) that AT & T’s failure to challenge that amount by filing a cure claim within the court-ordered bar date precluded ReGen from doing so indirectly by filing a general unsecured claim. ReGen challenged the ruling in the United States District Court for the Southern District of New York (P. Kevin Castel, District Judge), which affirmed. See In re: U.S. Wireless Data, Inc., No. 06 Civ. 829, 2006 U.S. Dist. LEXIS 42577 (S.D.N.Y. June 21, 2006).

On appeal from that judgment, ReGen argues that the bankruptcy court’s bar date orders for cure claims were defective because they failed to provide clear notice of the claims covered by the filing deadline and the consequences for missing the deadline. ReGen further asserts that ex-pungement of its claim was inequitable because where, as in this case, the Debtor was solvent, consideration of its claim together with other general unsecured claims would not have frustrated the purpose of 11 U.S.C. § 365(b)(1) or adversely affected any interested party. Finally, ReGen contends that expungement allowed the Debtor to circumvent the Bankruptcy Code’s priority-distribution scheme by subordinating ReGen’s claim to the interests of equity holders in contravention of the “best interests of creditors” test for Chapter 11 reorganization. See 11 U.S.C. §§ 1129(a)(7)(A), 726(a). Because we are not persuaded by any of these arguments, we affirm the judgment of the district court.

I. Background

A. Events Leading to the Debtor’s Chapter 11 Filing

The Debtor, a Delaware corporation headquartered in New York, had provided wireless transaction delivery and gateway services to the payments processing industry. Initially a hardware manufacturer of wireless point-of-sale terminals, in 1999 the Debtor launched its “Synapse wireless platform and transaction gateway,” a software platform that allowed merchants accepting credit or debit cards to transmit payment transactions faster and less expensively than had been possible using a traditionally wired telephone line. In 2000, the Debtor’s business expanded to include the “Synapse Adapter,” which converted dial-up credit card terminals to wireless ones, and the “Synapse Enabler,” which not only allowed vending machines and taxicab meters to process credit cards, but also permitted faster payment processing for businesses such as fast-food restaurants. These aspects of the Debtor’s commercial activities are collectively referred to herein as the “Synapse business.”

The Debtor partially financed its Synapse business with the assistance of a $2.75 million bridge loan from Brascan Financial Corporation (“Brascan”), secured by the Debtor’s assets. By January 2004, the Debtor had suffered significant losses and had experienced a negative cash flow. Specifically, the Debtor had exhausted the [488]*488bridge loan and accumulated a deficit of nearly $145 million, while its principal source of liquidity totaled approximately $456,000 in cash and cash equivalents. Despite an additional advance of $250,000 from Brascan, on March 26, 2004, the Debtor filed a voluntary petition for relief pursuant to Chapter 11 of the Bankruptcy Code in order “to protect, preserve and maximize the value of its assets through sales under section 363 of the Bankruptcy Code.” Debtor’s Motion for Various Orders at 6 ¶ 16, In re: U.S. Wireless Data, Inc., No. 04-12075 (Bankr.S.D.N.Y. Mar. 26, 2004). After filing its petition, the Debtor continued to manage and operate its business as a debtor in possession under 11 U.S.C. §§ 1107 and 1108.

B. The Sale of the Debtor’s Synapse Business Assets and the Resolution of Cure Claims

At the same time that the Debtor filed for Chapter 11 relief, it sought court approval for the sale of its assets to a Bras-can subsidiary that had been formed for the specific purpose of acquiring the Synapse business. The sale proposal contemplated the Debtor’s assumption and assignment of an attached schedule of ex-ecutory contracts pursuant to 11 U.S.C. § 365.

1. The Law Relevant to a Chapter 11 Debtor’s Proposed Assumption and Assignment of Contracts

It is useful at this point to note that contract assumption is an important re-organizational tool under Chapter 11 because it allows a trustee, or a debtor in possession, see id. § 1107(a) (granting debtor in possession virtually same rights and powers as trustee in Chapter 11 proceedings), “to go through the inventory of executory contracts ... and decide which ones it would be beneficial to adhere to and which ones it would be beneficial to reject,” In re Lavigne, 114 F.3d 379, 386 (2d Cir.1997) (internal quotation marks omitted).1 Section 365 enables a debtor in possession effectively to compel non-debtor parties to contracts “to continue to do business with it when the bankruptcy filing might otherwise make them reluctant to do so.” In re Chateaugay Corp., 10 F.3d 944, 955 (2d Cir.1993) (internal quotation marks omitted).

Assumption, however, is subject to court approval based on a review of the totality of the circumstances. See In re Orion Pictures Corp., 4 F.3d 1095, 1099 (2d Cir.1993) (“[A] bankruptcy court reviewing a trustee’s or debtor-in-possession’s decision to assume or reject an exec-utory contract [pursuant to § 365] should examine a contract and the surrounding circumstances and apply its best ‘business judgment’ to determine if it would be beneficial or burdensome to the estate to assume it.”). For a bankruptcy court to make a responsible determination as to an assumption application, it is important for the court to know the universe of claims arising under the contracts to be assumed. See, e.g., In re Buckhead Am. Corp., 180 [489]*489B.R. 83, 88

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Bluebook (online)
547 F.3d 484, Counsel Stack Legal Research, https://law.counselstack.com/opinion/regen-capital-i-inc-v-halperin-ca2-2008.