State Government Creditors' Committee for Property Damage Claims v. McKay (In re Johns-Manville Corp.)

920 F.2d 121
CourtCourt of Appeals for the Second Circuit
DecidedNovember 26, 1990
DocketNo. 1385, Docket 90-5016
StatusPublished
Cited by8 cases

This text of 920 F.2d 121 (State Government Creditors' Committee for Property Damage Claims v. McKay (In re Johns-Manville Corp.)) 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
State Government Creditors' Committee for Property Damage Claims v. McKay (In re Johns-Manville Corp.), 920 F.2d 121 (2d Cir. 1990).

Opinion

MAHONEY, Circuit Judge:

The State Government Creditors’ Committee for Property Damage Claims (the “State Committee”) appeals from an order and judgment of the United States District Court for the Southern District of New York, Leonard B. Sand, Judge, entered March 16, 1990. The district court’s order and judgment affirmed an order of the United States Bankruptcy Court for the Southern District of New York, Burton R. Lifland, Chief Judge, dated February 26, 1990 that authorized the temporary suspension of the operations of a claims resolution facility (the “PD Facility”) established to resolve asbestos-related property damage claims against Johns-Manville Corporation and certain of its subsidiaries (collectively “Manville”) pursuant to the Manville Property Damage Settlement Trust (the “PD Trust”).

Manville’s Second Amended and Restated Plan of Reorganization (the “Plan”) established two trusts; the PD Trust at issue in this appeal, the affairs of which are conducted by three trustees (the “PD Trustees”), and a separate trust for the benefit of asbestos-related personal injury claimants against Manville (the “PI Trust”). The PD Trustees moved before the bankruptcy court to suspend the operations of the PD Facility as of October 31, 1992, at which date the PD Trust would not, for the indefinite future, have funds to pay claims. The trustees sought thereby to free an estimated $35.25 million in projected administrative expenses of the PD Facility and use that money instead to pay claims established against the PD Trust. The bankruptcy court granted the application, and the district court affirmed the ruling of the bankruptcy court.

The State Committee contends on appeal that these rulings authorized a modification of the Plan that violates 11 U.S.C. [123]*123§ 1127(b) (1988), and that in any event they were an abuse of discretion because holders of claims not perfected prior to the October 31, 1992 suspension of the PD Facility would be irreparably harmed by that suspension with regard to the ultimate establishment and payment of their claims. Appellees defend the rulings on the merits; the PD Trustees additionally contend that this appeal should be dismissed for lack of jurisdiction because it was taken from an interlocutory, rather than final, order.

We conclude that we have appellate jurisdiction, and affirm the district court’s order and judgment affirming the bankruptcy court’s order authorizing suspension of the operations of the PD Facility.

Background

This appeal arises out of reorganization proceedings under chapter 11 of title 11 of the United States Code initiated by Man-ville’s filing of a petition for reorganization on August 26, 1982.1 The Plan, which was intended to amend, modify, and supersede earlier proposed reorganization plans, was proposed, confirmed by the bankruptcy court, and consummated during these proceedings.

The PD Trust was established for the benefit of schools, colleges, hospitals, governmental bodies, and other persons and entities (the “Claimants”) seeking recovery in the Manville bankruptcy for property damage due to asbestos and asbestos-containing products manufactured and/or sold by Manville, and is governed by New York law. According to the Claims Resolution Guidelines (the “PD Guidelines”) that were annexed to the agreement establishing the PD Trust, the PD Facility “provide[s] the exclusive method for the disposition and payment of [pjroperty [cjlaims [] against the PD Trust as provided in the Plan.” The PD Guidelines govern “[djetermina-tions as to the allowance and payment of [property] claims ... [and] ... are designed to provide a no-fault, non-litigated, low transaction cost method of effectuating the consensual settlement of [pjroperty [cjlaims asserted against [Manville].” Supplementary “Allowance Procedure and Distribution Guidelines” (the “Allowance Guidelines”) address the sequence for allowance and payment of approved claims.

The PD Trust received substantial cash and insurance settlement proceeds in its early years of operation, but will not receive significant additional funds until the PI Trust no longer requires funds from Manville to pay personal injury claimants. Thereafter, the PD Trust will be entitled to receive from Manville twenty percent of its annual profit, assuming that Manville is still in business and profitable.

Pursuant to the PD Guidelines, the PD Facility receives and reviews documentation of asbestos property damage claims, determines the allowed amounts of claims, and makes distributions thereon from assets of the PD Trust. The Allowance Guidelines dictate timetables for the review and periodic payment of claims. Claims are reviewed and allowed in “cycles” determined by their filing dates. The first cycle encompassed six months from the activation of the PD facility; subsequent cycles cover twelve months. No payment on a claim filed in a given cycle may be made until all claims filed in that cycle have been allowed or disallowed. At the close of each cycle, the funds remaining in the PD Trust after the creation of a specified reserve are paid to holders of allowed claims. The unpaid balances due such holders, together with newly filed claims, become part of the claims payable in subsequent cycles. The first cycle ended on October 31, 1989, and payments to the first cycle Claimants were scheduled to be completed by March, 1990.

The Plan was confirmed on December 22, 1986. Subsequently, but prior to the Plan’s consummation, the PD Trustees, anticipating a possible “drought” period during which the PD Trust would incur administrative expenses but would lack the wherewithal to pay claims, sought and obtained from the bankruptcy court an order, en[124]*124tered October 28, 1988, which provided in pertinent part:

[A]t any time after the expiration of the time for the filing of claims in the first allowance cycle and prior to the payment of any claim filed in the first allowance cycle, the PD Trustees are authorized to apply to this Court, upon adequate notice to all interested parties, for relief necessary to permit the PD Trust to fulfill its purposes under the Plan, including application ... (2) for approval of a plan providing for the modification or suspension of operations of the PD Claims Resolution Facility during cycles in which the PD Trust is not expected to have sufficient income to make payments on claims while maintaining all authorized reserves, and ... after hearing on 30 days’ notice to [interested parties] the Court may grant an adequately documented application for such relief.

In accordance with the quoted order, the PD Trustees applied to the bankruptcy court on January 18, 1990 for a suspension of the operations of the PD Facility upon completion of the fourth allowance cycle on October 31, 1992. The supporting affidavit of Kurt H. Schaffir, executive director of the PD Trust, stated that after October 1992 the PD Trust could expect no significant income until the PI Trust no longer required Manville funds to pay claims, and that the chief financial officer of the PI Trust had advised Schaffir that the PI Trust would require Manville funds “well beyond the year 2024.” Further, Schaffir opined that the PD Trust would have to set aside an operating reserve of $35.25 million to cover operating expenses of the PD Trust and Facility through 2024, which reserve would accordingly have to be withheld from the payment of first-cycle claims scheduled for March 1990, absent relief from the anticipated thirty-year operating expenses.

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920 F.2d 121, Counsel Stack Legal Research, https://law.counselstack.com/opinion/state-government-creditors-committee-for-property-damage-claims-v-mckay-ca2-1990.