Simon v. Miller (In re Miller Parking Co.)

536 B.R. 197, 2015 U.S. Dist. LEXIS 94498
CourtDistrict Court, E.D. Michigan
DecidedJuly 21, 2015
DocketNo. 14-14832, Bankruptcy No. 09-71272
StatusPublished
Cited by1 cases

This text of 536 B.R. 197 (Simon v. Miller (In re Miller Parking Co.)) is published on Counsel Stack Legal Research, covering District Court, E.D. Michigan primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Simon v. Miller (In re Miller Parking Co.), 536 B.R. 197, 2015 U.S. Dist. LEXIS 94498 (E.D. Mich. 2015).

Opinion

OPINION

DAVID M. LAWSON, District Judge.

The question presented in this bankruptcy appeal is whether a Chapter 7 bankruptcy trustee may submit a claim in a different bankruptcy proceeding, not on behalf of the trustee’s debtor, but on behalf of the creditors of that first bankruptcy. The bankruptcy court answered no, and this Court agrees. The bankruptcy court’s order sustaining the objection to, and disallowing, the claim will be affirmed.

I.

Miller Parking Company, LLC (“Miller Detroit”) was a limited liability company that owned and operated several parking structures and surface lots located in the City of Detroit. Its sole member was Bruce H. Miller. Miller Detroit filed for Chapter 7 bankruptcy protection on October 9, 2009. On October 20, 2009, Bruce Miller filed his own Chapter 7 petition. Basil T. Simon was appointed as Trustee in the Bruce Miller bankruptcy.

Miller Parking’s creditors were notified, and the deadline for filing claims in this bankruptcy was established at November 15, 2010. On November 9, 2009, James N. Miller, Bruce’s son, on behalf of himself and various Miller family trusts (“the JNM Trust”), filed Proof of Claim Number 5 in this Miller Parking case in the amount of $2,145,648.69.

On October 7, 2011 Trustee Simon filed Claim Number 16 in this Miller Parking [200]*200case. That claim, which is the subject of the dispute in this appeal, was for $8,113,552.80. The claim form did not state the basis for the claim and no documentation was attached to the claim. Twenty-one months later, on July 31, 2013, the JNM Trust filed an objection to the claim filed by Trustee Simon. Prompted by that objection, Trustee Simon filed an amendment to Claim 16, which states:

Bruce Miller individually and in conjunction with James N. Miller, his son, controlled and/or operated Miller, LLC, defined in Claim Number 16, as Miller Parking Company, LLC [Miller Detroit], the Debtor in this case;
Upon information and belief there was a unity of interest and/or ownership among Bruce Miller and [Miller Detroit] such ... that adhering to the fiction of the separate entities’ existence would promote [ ] injustice or inequity;
Upon information and belief [Miller Detroit] and Bruce Miller were mere in-strumentalities of each other and each was used to commit wrongdoing and caused unjust loss or injury to creditors; [and]
Based on the foregoing, [Miller Detroit] is the alter ego of Bruce Miller and [Miller Detroit’s separate existence should be disregarded for the benefit of creditors of Bruce Miller.

In re Miller Parking Company, LLC, No. 09-71272, Hr’g Tr. [dkt. # 331] at 15-16 (Bankr.E.D.Mich. Nov. 4, 2014).

After a hearing and after allowing the parties to submit supplemental briefs, the bankruptcy court upheld the objection and disallowed the claim on November 4, 2014. In its opinion issued from the bench, the bankruptcy court held that there was no' legal authority to support the claim. The court emphasized that Trastee Simon’s claim did not purport to seek recovery of money owed by Miller Parking to Brace Miller. Instead, the premise of the claim was that Bruce Miller and Miller Detroit were alter egos of each other, so that the creditors of Bruce Miller should be able to recover from the assets of the Miller Detroit bankruptcy estate. The court rejected that argument, because, among other reasons, under 11 U.S.C. § 501(a) claims may be filed only by creditors, and Trustee Simon did not fit within the definition of “creditor” stated in 11 U.S.C. § 101(10)(A). The court acknowledged that Trustee Simon had the right — indeed, the duty — to file a claim in the Miller Detroit bankruptcy for money owed to Brace Miller. See 11 U.S.C. § 704(a)(1). But the court

could find no provisions in the Bankruptcy Code ... to support an argument that a Trustee has some sort of derivative standing to file a claim in the [Miller Detroit] case to recover money which might be owed to creditors of Brace Miller. Based on the unambiguous language of 11 U.S.C. Section 501(a) and 11 U.S.C. Section 101(10)(A), [Trustee Simon] is not a creditor in the Miller Parking Company case.

Hr’g Tr. at 19.

The bankruptcy court rejected what it viewed as Trustee Simon’s misreading of this Court’s decisions in CH Holding v. Miller Parking Company, 12-10629, which held that an individual creditor cannot “jump the queue” by suing a non-debtor third party as the alleged alter ego of a bankrupt, because a cause of action belongs to the bankrupt’s trustee alone, and not to any individual creditor. The bankruptcy court concluded that the “primary issue before Judge Lawson was whether individual creditors can pursue fraudulent transfer actions against parties that allegedly receive fraudulent transfers from the' Debtor.” Id. at 20. Instead, the bankruptcy court viewed this Court’s rulings as standing solely for the proposition that, in [201]*201the case of an alter ego claim that is pursued on behalf of a debtor against a non-debtor third party, “only the Chapter 7 Trustee [has] authority to bring fraudulent transfer actions.” Ibid. The bankruptcy court concluded that this Court’s decisions in CH Holding “did not speak to the issue of -who may file claims in a bankruptcy case,” and it found that, because Trustee Simon did not allege that Bruce Miller was owed any money by Miller Detroit, the Bruce Miller estate did not qualify as a creditor with standing to file a claim. Id. at 26. The bankruptcy court’ concluding observation noted cogently that:

Of the $8,311,552.80 claim filed by the [Bruce Miller Estate] Trust[ee] in this case, $7,527,659.60 is duplicative of .claims already filed by creditors. It makes no sense for [the Bruce Miller Estate] Trustee to file claims on behalf of creditors who’ve already filed their own claims [in the Miller Detroit bankruptcy case]. Such an action [merely] places an additional administrative burden on the Trustee in [this] case.

Id. at 25-26.

Trustee Simon timely appealed.

II.

District courts have jurisdiction to hear appeals from final judgments, orders, and decrees of bankruptcy courts. 28 U.S.C. § 158(a)(1); Central States, Se. & Sw. Areas Pension Fund v. U.S. Truck Co. Holdings, Inc. (In re U.S. Truck Co. Holdings ), 341 B.R. 596, 599 (E.D.Mich.2006). The Sixth Circuit has held that “finality ‘is considered in a more pragmatic and less technical way in bankruptcy cases than in other situations.’ ” Winget v. JP Morgan Chase Bank, N.A., 537 F.3d 565, 578 (6th Cir.2008) (quoting Lindsey v. O’Brien, Tanksi, Tanzer & Young Health Care Providers of Conn. (In re Dow Corning),

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536 B.R. 197, 2015 U.S. Dist. LEXIS 94498, Counsel Stack Legal Research, https://law.counselstack.com/opinion/simon-v-miller-in-re-miller-parking-co-mied-2015.