Sass ex rel. American Home Mortgage Plan Trust v. Vector Consulting, Inc. (In re American Home Mortgage Holdings, Inc.)

476 B.R. 124
CourtUnited States Bankruptcy Court, D. Delaware
DecidedJune 5, 2012
DocketBankruptcy No. 07-11047 (CSS); Adversary No. 09-51611 (CSS)
StatusPublished
Cited by19 cases

This text of 476 B.R. 124 (Sass ex rel. American Home Mortgage Plan Trust v. Vector Consulting, Inc. (In re American Home Mortgage Holdings, Inc.)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, D. Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Sass ex rel. American Home Mortgage Plan Trust v. Vector Consulting, Inc. (In re American Home Mortgage Holdings, Inc.), 476 B.R. 124 (Del. 2012).

Opinion

FINDINGS OF FACT AND CONCLUSIONS OF LAW FOLLOWING TRIAL

CHRISTOPHER S. SONTCHI, Bankruptcy Judge.

This matter comes before the Court following trial conducted on September 23, 2011 and concluded on October 3, 2011 (the “Trial ”). After due deliberation, and sufficient cause appearing, the Court makes the following findings of fact and conclusions of law with respect to the applicability of defendant Vector Consulting, Inc.’s defenses permitted under 11 U.S.C. § 547(c) (“Findings and Conclusions ”). These Findings and Conclusions constitute the Court’s findings of fact and conclusions of law under Rule 52 of the Federal Rules of Civil Procedure, made applicable by Rule 7052 of the Federal Rules of Bankruptcy Procedure (“Bankruptcy Rules ”). Any finding of fact shall constitute a finding of fact even if it is stated as a conclusion of law, and any conclusion of law shall constitute a conclusion of law even if it is stated as a finding of fact.

FINDINGS OF FACT

Procedural Background

1.On August 6, 2007 (the “Petition Date ”), the above-captioned debtors (the “Debtors ”) filed the underlying bankruptcy petitions in this Court pursuant to chapter 11 of title 11 of the United States Code (the “Bankruptcy Code ”). On or about July 28, 2009, the Official Committee of Unsecured Creditors (the “Committee ”) appointed in the above-captioned bankruptcy action commenced this adversary proceeding against Vector Consulting, Inc. (“Vector” or “Defendant”), seeking to avoid and recover four (4) payments totaling $29,920.00 alleging that the Transfers were avoidable as preferential transfers (Adv. Dkt. No. 1). By Order dated January 19, 2011, Steven D. Sass, as Plan Trustee for the American Home Mortgage Plan Trust, was substituted in place and instead of the Committee (the “Plaintiff”). (Adv. Dkt. No. 31).

2. The ninety-day period prior to the Petition Date ran from May 8, 2007 through August 6, 2007 (the “Preference Period ”).

3. During the Preference Period, Vector received a total of four (4) checks (the “Preference Period Checks ”) totaling $29,920.00 (the “Preference Period Transfers ”). The Preference Period Checks are summarized as follows:

Check Check Check “Clear” Check Number “Cut” Date Date Amount

303161 05/02/07 05/16/07 $12,920.00

309771 05/25/07 06/06/07 $ 5,440.00

318859 06/29/07 07/06/07 $ 6,120.00

319551 07/03/07 07/11/07 $ 5,440.00

4. The Preference Period Checks were made by debtor American Home Mortgage Corp. (“Debtor” or “AHM”) during the Preference Period.

5. On October 29, 2009, Vector filed its answer and affirmative defenses to the Complaint (Adv. Dkt. No. 5). Vector asserted that it has complete defenses to the causes of action alleged in the Complaint, because among other things, the Transfers were not avoidable pursuant to section 547(c) of the Bankruptcy Code.

6. Following argument on competing summary judgment motions, the Court held that the Plaintiff satisfied its prima facie case under section 547(b) of the [129]*129Bankruptcy Code and held that issues of material fact exists to warrant a trial with respect to Defendant’s defenses, including its defenses asserted pursuant to section 547(c) of the Bankruptcy Code.2

7. Trial commenced relating to Vector’s section 547(c) defenses on September 23, 2011 and concluding on October 3, 2011. During the Trial, the Court considered evidence and heard testimony of three (3) witnesses offered by Vector — an employee Tracey Belton; its Chief Executive Officer, Manbir Khurana; and its expert witness, Bradley Sienkiewicz, CPA. Plaintiff offered the testimony of one witness, Belinda A. Jones, a former employee of the Debtor.

8. Vector contends that it has a completed ordinary course of business defense permitted under section 547(c)(2) of the Bankruptcy Code and to a limited extent, also has a new value defense permitted under sections 547(c)(4) and/or 547(c)(1) of the Bankruptcy Code that precludes any preference liability.

Factual Background and History Between the Parties

9. At trial, Vector offered the testimony of its Chief Executive Officer, Manbir Khurana (9/23/11 Trial Transcript (“Tr”) at 34:8-121:4). The Court finds Mr. Khu-rana’s testimony persuasive and credible. Mr. Khurana testified that Vector is in the business of staffing temporary information technology (“IT ”) professionals (Tr. 34:23-25). Mr. Khurana testified that he has over thirteen (13) years of experience with Vector (Tr. 35:8) and has served as its CEO for two years (9/23/11 Tr. 34:14-19). Mr. Khurana has been in the information technology industry since 1986 (9/23/11 Tr. 35:18-19).

10. Vector and AHM entered into a Professional Service Agreement (the “PSA ”) in October of 2006 (Defendant’s Exhibit “Def. Ex.” 1). The parties contemplated a three (3) month contract to provide the programming services of Peter Lindner to AHM for a SAS programming project (Def. Ex. 1 at Ex. A). The PSA, however, was extended for a total of eight (8) months (9/23/11 Tr. 39:24). The PSA remained in effect through the duration of the parties’ relationship (9/23/11 Tr. 39:25-40:2).

11. The PSA provided that payments were to be made to Vector within thirty (30) days after AHM’s receipt of invoices (Def. Ex. 1 at par. 3). The PSA designated Bonnie Singh as AHM’s project manager (Def. Ex. 1 at Ex. A; 9/23/11 Tr. 38:8). Vector emailed its invoices to Ms. Singh (9/23/11 Tr. 39:5-8) for payment after Vector received a signed time sheet from AHM that approved Mr. Lindner’s professional services (9/23/11 Tr. 38:23-39:4). Vector was then paid for all invoices except for one, invoice number 23991 dated July 27, 2007, in the amount of $1,360 (9/23/11 Tr. 41:22-42:3).

12. Mr. Khurana testified in accordance with Vector’s customer ledger that Vector applied the four (4) Preference Period Checks to five (5) of Vector’s invoices (Def. Ex. 2; 9/23/11 Tr. 40:14-42:23) as follows:

[130]*130Date Difference in Days Payment Between Invoice Date was and Date Payment Invoice Invoice Invoice Received Payment was Received by Date_Number Amount by Vector Amount Vector_

3/8/2007 23577_$5,440.00 5/7/2007 $5,440.00 60__

4/3/2007 23653_$7,480.00 5/7/2007 $7,480,00 34_

4/20/2007 23702_$5,440,00 6/6/2007 $5,440,00 47_

5/4/2007 23737_$6,120,00 7/5/2007 $6,120,00 62_

5/18/2007 23799$5,440,00 7/9/2007 $5,440.00 52

13. According to Mr. Khurana it was Vector’s normal practice to apply payment of corresponding amounts to the oldest invoice first and would investigate further only if payment and invoice amounts did not match (9/23/11 Tr. 46:1-48:15).

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Cite This Page — Counsel Stack

Bluebook (online)
476 B.R. 124, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sass-ex-rel-american-home-mortgage-plan-trust-v-vector-consulting-inc-deb-2012.