Thompson v. Kentucky Lumber Co.

860 F.2d 674
CourtCourt of Appeals for the Sixth Circuit
DecidedNovember 2, 1988
DocketNo. 86-6153
StatusPublished
Cited by2 cases

This text of 860 F.2d 674 (Thompson v. Kentucky Lumber Co.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Thompson v. Kentucky Lumber Co., 860 F.2d 674 (6th Cir. 1988).

Opinion

ENGEL, Chief Judge.

This is in the words of Justice Scalia, one of those “admittedly rare” cases where the debtor in a bankruptcy proceeding may ultimately prove to be solvent.1 The question before us is whether the unsecured creditors in such circumstances are entitled to postpetition interest as a matter of law. The unique circumstance in this case is that the debtor, although clearly perceived as insolvent on the date of confirmation of the plan, subsequently achieved a large and unexpected structured settlement of a contingent and unliquidated claim. The confirmed plan contained provisions for dealing with the funds, if any, resulting from the claim. The plan apparently did not contemplate the possibility of a structured settlement and made no express provision for payment of postpetition interest to unsecured creditors. Appellant argues that the district court erred in holding that these unsecured creditors were entitled to postpetition interest.

On January 11, 1982, appellant Kentucky Lumber Company filed a voluntary petition for reorganization pursuant to Chapter 11 of the Bankruptcy Code. 11 U.S.C. §§ 1101-1174. At the time Kentucky Lumber filed, and later when its plan was confirmed, its sole unsecured asset of any substance was a claim against the Ralston-Purina Company. This was a contingent and unliquidated claim of uncertain value for the recovery of certain expenses and losses of profits which Kentucky Lumber had incurred in the so-called “Louisville Explosions” litigation then pending in the United States District Court for the Western District of Kentucky, and arising out of sewer explosions which had occurred on February 13, 1981.

On April 15, 1983, Kentucky Lumber filed its original plan of reorganization. As a result of objections by and negotiations with the debtor’s unsecured creditors and its primary secured creditor, the First National Bank of Louisville, the plan was subjected to amendments on May 2, May 19, and May 26, 1983. The plan as confirmed in July of 1983 provided that the unsecured creditors2 would receive thirty percent of their claims against the debtor as of “the effective date of the plan and after allowance and approval by the Court,” plus a percentage of the recovery, if any, stemming from the debtor’s lawsuit against Ral-ston-Purina. The confirmed plan did not provide for the payment of any post-filing interest on the unsecured claims.

Approximately one and one-half years after confirmation of the plan, Kentucky achieved a large structured settlement agreement with Ralston-Purina. The bankruptcy court carefully considered and approved the settlement. The settlement required that payments to Kentucky Lumber, the debtor in possession, be spread out over a number of years. Most important, the settlement over time was sufficient to repay all unsecured creditors the entire balance of their original claims, but exclusive of postpetition interest. It is not clear at present, but it is at least possible that some money may remain in excess of the unsecured creditors’ claims and hence be available to the debtor or its shareholders.

After approval of the settlement by the bankruptcy court, the unsecured creditors filed a motion seeking payment of postpetition interest on their claims. The bank[676]*676ruptcy court held a hearing on the matter, and at that time the unsecured creditors limited their claims to interest running from the date of settlement and not from the date the petition was filed with the bankruptcy court. The bankruptcy court determined that the unsecured creditors were not entitled to such interest and more specifically that the parties were bound by the terms of the confirmed plan. Upon denial of that motion appeal was taken to the United States District Court for the Western District of Kentucky. The district court ultimately reversed the decision of the bankruptcy court holding that the creditors were entitled to such interest as a matter of law under 11 U.S.C. § 727(a)(5). It then remanded the case for the determination of such interest. Kentucky Lumber filed this appeal on October 28, 1986.

I.

At the outset we are presented with a threshold question whether we have appellate jurisdiction to reach the issue of entitlement to postpetition interest. That question arises because of some uncertainty concerning the finality of the district court order from which appeal was ultimately taken. Suffice it to say that after carefully examining the record we conclude that the orders appealed from are final orders within the meaning of 28 U.S.C. § 158(d) (Supp. IV 1986). While the issue is not without some difficulty we conclude that under In re Gardner, 810 F.2d 87 (6th Cir.1987), the district court’s order was final and appealable and we have jurisdiction. We therefore proceed to the merits of this appeal.

II.

The general rule of actions in bankruptcy is that unsecured creditors are not entitled to postpetition interest upon their allowable claims. 11 U.S.C. § 502(b)(2) (1982 & Supp. IV 1986). An exception to this rule is found in 11 U.S.C. § 726(a)(5) (1982) governing general distribution upon liquidation. Section 726 provides generally for liquidation and further provides that fifth in the order of payment of claims against a bankrupt estate is interest at the legal rate from the date of filing of the petition on any claim paid under the previous four paragraphs of subsection (a). It is evident that the purpose of section 726 in providing for postpetition interest is to prevent debtors from abusing the bankruptcy process by using it to delay payments and avoid interest obligations when at the time of filing the petition the debtor was actually solvent. Here it ultimately developed that the bankrupt’s contingent claim against Ralston-Purina, settled a year and a half after confirmation, would be sufficient over a period of years to pay all unsecured creditors in full. The district judge concluded that although the reorganization plan had not provided for postpetition interest, the unsecured creditors were also entitled to the benefits of section 726 and hence to postpetition interest on their several claims. He therefore reversed the ruling of the bankruptcy judge who had concluded that the postpetition interest exception did not apply because the debtor was in fact insolvent at the time of filing the petition and was later rendered solvent only by the subsequent and unexpected recovery from the unliquidated claim. This was, as the bankruptcy judge observed, an event which proceeded from the efforts of the debtor after filing in bankruptcy and which did not change the actual circumstances of insolvency at the date of filing (emphasis added). Upon our review of the statute we conclude that consideration of the objectives of the Bankruptcy Act in the context of the facts of this case supports the holding of the bankruptcy court and we therefore reverse the district court’s decision.

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Related

In Re Comstock Financial Services, Inc.
111 B.R. 849 (C.D. California, 1990)
In Re Kentucky Lumber Company
860 F.2d 674 (Sixth Circuit, 1988)

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Bluebook (online)
860 F.2d 674, Counsel Stack Legal Research, https://law.counselstack.com/opinion/thompson-v-kentucky-lumber-co-ca6-1988.