SB Liquidation Trust v. Preferred Bank

573 F. App'x 154
CourtCourt of Appeals for the Third Circuit
DecidedAugust 11, 2014
DocketNos. 13-1373, 13-1959
StatusPublished
Cited by9 cases

This text of 573 F. App'x 154 (SB Liquidation Trust v. Preferred Bank) is published on Counsel Stack Legal Research, covering Court of Appeals for the Third Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
SB Liquidation Trust v. Preferred Bank, 573 F. App'x 154 (3d Cir. 2014).

Opinion

OPINION OF THE COURT

VANASKIE, Circuit Judge.

These consolidated appeals arise out of the underlying Chapter 11 bankruptcy proceedings of debtor Syntax-Brillian Corporation (“SBC” or “Debtor”). Appellant SB Liquidation Trust (“the Trust”) was established pursuant to SBC’s liquidation plan. Under the terms of that plan, the Trust assumed control over all SBC assets, and all causes of action were vested in the Trust on behalf of the bankruptcy estate. The Trust initiated this adversary proceeding against Appellee Preferred Bank, seeking to avoid and recover allegedly fraudulent transfers under the fraudulent transfer provisions of the Bankruptcy Code, 11 U.S.C. § 548(a), and the Delaware Uniform Commercial Code, 6 DeLCode §§ 1304 and 1305. The Trust also raises common law claims of aiding and abetting a breach of fiduciary duty and fraud purportedly committed by SBC insiders.

The Bankruptcy Court dismissed all claims at the pleadings stage. As to the [156]*156fraudulent transfer claims, the Bankruptcy-Court concluded that the Trust was required to show that Preferred Bank had knowledge of the purported scheme to defraud SBC’s creditors, and that the complaint failed to allege facts from which such knowledge could be inferred. The Bankruptcy Court further held that Preferred Bank could not be held liable for aiding and abetting an alleged breach of fiduciary duty and fraud under governing law. We must decide whether the Bankruptcy Court erred in its assessment of the sufficiency of the Trust’s complaint.

For the reasons that follow, we will vacate the Bankruptcy Court’s dismissal of the Trust’s claims under 11 U.S.C. § 548(a)(1)(A) and 6 Del.Code § 1304(a)(1) because it is SBC’s intent, and not Preferred Bank’s knowledge of SBC’s intent, that determines whether a fraudulent transfer claim may be maintained under these statutory provisions. Preferred Bank’s knowledge vel non of the purported fraud is relevant only with respect to an affirmative defense of good faith available to Preferred Bank under the pertinent statutes. Both § 548(a)(1)(A) and 6 Del. Code § 1304(a)(1) permit avoidance of a transfer so long as the debtor possessed the requisite intent to defraud, and it was therefore error for the Bankruptcy Court to require the Trust’s pleadings to aver that Preferred Bank possessed knowledge of SBC’s alleged fraud. As to the dismissal of the Trust’s other claims, we will affirm the Bankruptcy Court’s judgment.

I.

SBC was formed in 2005, when Syntax Groups Corporation (“Syntax”) became a wholly owned subsidiary of Brillian Corporation (“Brillian”). The Trust alleges that, in the years preceding and following this merger, several Syntax officers and directors engaged in a series of fraudulent activities that ultimately led to SBC’s insolvency. The Trust further alleges that this fraud was made possible through substantial assistance provided by Preferred Bank.

Syntax was a California corporation that distributed electronic products — primarily high-definition televisions (“HD TVs”) manufactured in Asia — to consumers in the United States.1 Several Syntax officers and directors were also officers, directors, and/or shareholders of Taiwan Ko-lin Company, Ltd. (“Kolin”). Like the parties, we refer to these individuals collectively as the “Kolin Faction.”

In early 2004, Syntax entered into a manufacturing agreement with Kolin, which provided that Syntax would import [¶] TVs manufactured by Kolin. The Trust avers that the manufacturing agreement was intended “to enhance Kolin’s ability to finance its operations ... by artificially inflating its reported sales revenues and U.S. receivables,” thereby improving Kolin’s credit-worthiness and expanding its access to U.S. markets. (App. 62 ¶ 2.) Allegedly at the behest of the Kolin Faction, Syntax simultaneously entered into incentive agreements with Ko-lin, which allowed Kolin “to systematically over-charge Syntax,” while periodically providing Syntax with “ ‘price protection’ rebates to lessen the impact on Syntax’s financial statements.” (Id.)

Syntax and Preferred Bank commenced a business relationship in November 2004, when they entered into a $3.75 million loan [157]*157agreement, which was guaranteed by members of the Kolin Faction. The two companies also entered into a credit agreement. Under the terms of the credit agreement, Preferred Bank provided letters of credit and “trust receipt” loans to Syntax, which Syntax used to acquire inventory from Kolin.2 The Trust contends that, over time, as Kolin continued to overcharge Syntax, the proceeds of Syntax’s sales were insufficient to repay the debt owed to the Bank. Syntax’s debt to Preferred Bank grew, and, as a result, the loan agreement between Syntax and Preferred Bank was amended to increase the principal loan and credit máximums several times.

Syntax and Brillian merged in November of 2005. Pursuant to this merger, Syntax became a wholly owned subsidiary of Brillian, and Brillian changed its name to SBC. The Trust maintains that the Ko-lin Faction devised this merger in order to raise additional funds for Kolin by expanding Syntax’s access to U.S. markets.

The focus of the Trust’s claims on this appeal are obligations to Preferred Bank incurred by Syntax or SBC, and concomitant payments made by Syntax or SBC to Preferred Bank, pursuant to three separate credit instruments. One of the credit instruments is referred to by the Trust as the “Kolin Cash Secured Line,” which is alleged to have been used by SBC to borrow money from Preferred Bank and funnel the money to Kolin through “Loan 204159 and/or Line 192882341[,] ... which [were] secured by a series of bank accounts that Kolin maintained at Preferred Bank.” (App. 121 ¶ 171.) The Trust alleges that transactions of this nature oe-curred “[bjeginning at the end of the December quarter in 2005 and continuing virtually every quarter-end through the quarter ending December 31, 2007.” (Id.) The obligations incurred by Syntax and SBC pursuant to' the Kolin Cash Secured Line totaled $38,800,000, and interest and principal repayments on that line of credit amounted to $29,106,962.42.

The second credit instrument is referred to by the Trust as “Note 204615.” The Trust alleges that Syntax and SBC funneled $4 million to Kolin “as part of the Kolin Faction’s scheme.”. (App. 120 ¶ 169.) The Trust seeks to set aside the Note 204615 obligations totaling $4 million plus the interest payments of $274,444.40 made by SBC on Note 204615.

The third credit instrument is referred to by the Trust as “Line 202359.” The Trust alleges that SBC used this line of credit to transfer to Kolin $31 million on December 31, 2006. The Trust alleges that SBC purported to justify this transfer to Kolin as payment on fraudulent invoices issued by Kolin to SBC for phony “tooling” expenses and fictitious sales of television sets.

The Trust alleges that SBC again used Line 202359 in September of 2007 to transfer to Kolin an additional $15 million. These transfers were also purportedly justified by fraudulent payables by SBC to Kolin. The Trust asserts that both the obligations under Line 202359 as well as interest payments on the line totaling over $3.5 million should be set aside.

The gist of the Trust’s claims is that SBC entered into financing with Preferred

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Bluebook (online)
573 F. App'x 154, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sb-liquidation-trust-v-preferred-bank-ca3-2014.