Schweitzer v. Consolidated Rail Corp.

65 B.R. 794, 1986 U.S. Dist. LEXIS 21287, 15 Bankr. Ct. Dec. (CRR) 882
CourtDistrict Court, E.D. Pennsylvania
DecidedAugust 22, 1986
DocketCiv. A. 81-5375, 81-5376, 82-1683 to 82-1685, 82-2467, 82-2999, 82-4923, 84-2439, 85-2077, 84-2958, 85-2894, 85-1229, 85-1378, 84-1845, 84-4075, 84-2830, 86-1513, 85-4643, 86-2334, 86-1601
StatusPublished
Cited by13 cases

This text of 65 B.R. 794 (Schweitzer v. Consolidated Rail Corp.) is published on Counsel Stack Legal Research, covering District Court, E.D. Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Schweitzer v. Consolidated Rail Corp., 65 B.R. 794, 1986 U.S. Dist. LEXIS 21287, 15 Bankr. Ct. Dec. (CRR) 882 (E.D. Pa. 1986).

Opinion

MEMORANDUM AND ORDER

DITTER, District Judge.

After years of supervision, litigation, legislation, and negotiation under Section 77 of the Bankruptcy Act and the Rail Reorganization Act, the Reading Company emerged from reorganization proceedings. It no longer operated a railroad as its rail holdings were transferred to the Consolidated Rail Corp. (Conrail) in 1976, through acts of Congress. Its assets consisted principally of real estate holdings and a substantial claim against the government for the railroad properties conveyed to Conrail. Its liabilities were completely restructured, and various types of securities, depending upon priority of obligation, were issued to Reading’s creditors. The culmination of this protracted process was the entry of my order 2004, setting December 31, 1980 as *797 the consummation date and containing a provision discharging Reading and its trustees from all claims which either had been brought or could have been brought against Reading.

Subsequent to the consummation date, several former Reading employees started separate actions against Reading and Consolidated Rail Corp. pursuant to section 1 et seq. of the Federal Employers’ Liability Act, 45 U.S.C. § 51 et seq. (F.E.L.A.), seeking to recover for alleged asbestos-related injuries suffered as a result of their employment with defendants. Reading moved to dismiss the complaints, contending that although the plaintiffs’ alleged injuries did not become manifest until after the consummation date, the plaintiffs were only exposed to asbestos as Reading employees prior to consummation and, therefore, plaintiffs’ claims were discharged.

The motions were consolidated before me for resolution. While I recognized that adherence to Reading’s argument could yield a harsh result, 1 I concluded that the principle of finality necessary to effective reorganization would be completely undermined unless plaintiffs’ present claims were determined to be discharged. Accordingly, I granted Reading’s motions. Schweitzer v. Consolidated Rail Corp., 36 B.R. 469 (E.D.Pa.1984).

The United States Court of Appeals for the Third Circuit reversed, holding that plaintiffs did not have dischargeable claims until after plaintiffs’ asbestos-related diseases had become manifest. Schweitzer v. Consolidated Rail Corp., 758 F.2d 936, 943-44 (3d Cir.), cert. denied, — U.S. -, 106 S.Ct. 183, 88 L.Ed.2d 152 (1985). The court of appeals, however, did not address all of Reading’s arguments in support of affirmance. Instead, the cases were remanded for consideration of matters which I had not reviewed.

Presently before me are these cases and several factually similar ones that were brought after the entry of my order in the Schweitzer group. In each of these cases, Reading has filed motions to dismiss, advancing arguments including those left open by the court of appeals.

Although I firmly believed at the time I entered order 2004 that claims such as these could not be pressed against Reading, in the wake of the Third Circuit’s Schweitzer holding, I must deny Reading’s motions to dismiss.

Transfer Free and Clear of Claims

Reading first argues that after consummation of its reorganization, the property that was conveyed from the estate to it was immunized from all claims, including those of plaintiffs. Reading relies on section 77(f) of the Bankruptcy Act, 11 U.S.C. § 205(f) (repealed 1978), and sections 3.01(a) and 7.02 of order 2004, which transferred the debtor’s property to Reading free and clear of claims and enjoined the prosecution of suits against Reading or its assets. Section 77(f) states that if a plan so provides,

[T]he property dealt with by the plan, where transferred and conveyed to the debtor or to the other corporation or corporations provided for by the plan, or when retained by the debtor pursuant to the plan, shall be free and clear of all claims of the debtor, its stockholders and creditors, and the debtors shall be discharged from its debts and liabilities.

11 U.S.C. § 205(f) (repealed 1978).

In Schweitzer, the Third Circuit recognized that a cause of action in tort would be a “claim” pursuant to section 77 and that if plaintiffs’ causes of action in tort existed prior to the consummation date, they would have been discharged. 758 F.2d at 941. The court concluded, however, that a cause of action under the F.E. L.A. does not exist until the alleged injury manifests itself. Id. at 942. Since plaintiffs alleged in their complaints that their injuries did not become manifest until after *798 consummation, it could not be held on a motion to dismiss that plaintiffs’ claims were discharged. Id. at 942-43.

While Reading argues that the Third Circuit did not address whether this court had the power to transfer the debt- or’s property free and clear, it is apparent that section 77(f) provides the basis for a reorganization court to both discharge and transfer. The power with respect to each function is the power to affect “claims.” As Conrail observes, there is no indication either in the statute or the legislative history that “claim” is to have a broader meaning in the context of the conveyance of property than it has in the context of discharge. 2 Therefore, the Schweitzer court’s definition of “claim” for discharge purposes also controls for purposes of the power to transfer. Because the Third Circuit held that I lacked the power to discharge these particular potential claims, it must follow that I lacked the power to transfer property free and clear of them.

Liability of a Reorganized Company for the Non-discharged Obligations of the Debtor

Conrail and plaintiffs argue that under general principles of corporate reorganization, claims stemming from the debt- or’s conduct which were not discharged by the plan and order of consummation are properly assertable against the reorganized entity. Reading, of course, takes issue with this proposition.

Surprisingly, there is very little express authority on point. The paucity of decisions to a great extent flows from the fact that courts historically have strained to equate the definition of “claims” and hence “discharge” to cover all possible liability of the debtor. 3 Cf 6A J. Moore & L. King, Collier on Bankruptcy ¶ 11.18 (14th ed. 1977) (discussing § 228 of the former Bankruptcy Act, which was recast from .former § 77B(h)). Therefore, with the exception of cases discussing classes of claims that have been statutorily excepted from discharge, neither the parties nor I have been able to find a case squarely deciding whether non-discharged claims of the debtor can be asserted against the reorganized entity.

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Bluebook (online)
65 B.R. 794, 1986 U.S. Dist. LEXIS 21287, 15 Bankr. Ct. Dec. (CRR) 882, Counsel Stack Legal Research, https://law.counselstack.com/opinion/schweitzer-v-consolidated-rail-corp-paed-1986.