Tsa Stores, Inc. v. Sport Dimension Inc. (In re Tsawd Holdings, Inc.)

601 B.R. 599
CourtUnited States Bankruptcy Court, D. Delaware
DecidedApril 12, 2019
DocketCase No. 16-10527 (MFW) Jointly Administered; Adv. No. 16-50368 (MFW)
StatusPublished
Cited by3 cases

This text of 601 B.R. 599 (Tsa Stores, Inc. v. Sport Dimension Inc. (In re Tsawd Holdings, Inc.)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, D. Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Tsa Stores, Inc. v. Sport Dimension Inc. (In re Tsawd Holdings, Inc.), 601 B.R. 599 (Del. 2019).

Opinion

Mary F. Walrath, United States Bankruptcy Judge

Before the Court are cross-motions for summary judgment filed by Wilmington Savings Fund Society, FSB ("WSFS") and Sport Dimension a/k/a Body Glove ("Sport Dimension"). The dispute is which party has a priority interest in the inventory, and its proceeds, sold by the Debtors on consignment from Sport Dimension (the "Disputed Goods"). For the reasons stated below, the Court will grant WSFS's motion and deny Sport Dimension's motion.

I. BACKGROUND

A. Factual History

On March 2, 2016, (the "Petition Date") The Sports Authority Holdings, Inc. and its affiliates (collectively, the "Debtors") filed voluntary petitions under chapter 11. The Debtors were national retailers of sporting goods and active apparel.

1. Relationship of WSFS and Debtors

In 2006, the Debtors entered into a secured financing facility that included a term loan which, following a refinancing in 2010, amounted to $ 300 million (the "Term Loan"). (Orenstein Decl. Ex. A, Adv. D.I. 83-1.) Bank of America ("BOA") was the administrative agent for the group of lenders providing the Term Loan (the "Term Loan Lenders"). (Id. ) As of the Petition Date, approximately $ 276.7 million, exclusive of accrued and unpaid interest, fees, and other obligations, was outstanding under the Term Loan. (Aguilar First Day Decl. ¶ 27, D.I. 22.)

The Term Loan was secured by, in part, a second-priority lien on the Debtors' inventory, including all after-acquired inventory and proceeds thereof.2 (Orenstein Decl. Ex. B at 2, Adv. D.I. 83-2.) The lien was perfected by the execution of a security agreement and the filing of UCC-1 financing statements and continuation statements in the appropriate jurisdictions. (Orenstein Decl. Exs. B-F, Adv. D.I. 83.) On December 31, 2015, WSFS succeeded *602BOA as the administrative agent (the "Term Loan Agent"). (Brooks Decl. Exs. B & C, Adv. D.I. 87.)

2. Relationship of Sport Dimension and the Debtors

As part of their business, the Debtors developed a program for the sale of goods on consignment. To participate in the program, vendors entered into a "pay by scan" deal sheet specifying whether they would be paid on a cost or retail split basis. The Debtors paid the vendors in accordance with the terms of their respective consignment agreements, which was either a fixed amount for each item sold or a percentage of the retail sale price.

Sport Dimension is a manufacturer of athletic apparel under the "Body Glove" brand. Sport Dimension began selling its Body Glove apparel to the Debtors in the 1990s. Around 2011, Sport Dimension entered the Debtors' pay by scan consignment program on a retail split basis - 45% to Sport Dimension and 55% to the Debtors. (Orenstein Decl. Ex. K, Adv. D.I. 83.) Sport Dimension did not file a UCC-1 to cover the goods it provided to the Debtors on consignment until January 25, 2016, approximately one month before the Petition Date. (Id. at Ex. L, Adv. D.I. 83.)

B. Procedural History

Early in the Debtors' bankruptcy case, an issue arose as to the Debtors' authority to pledge or sell consigned goods in their possession. Pending the filing of (and ruling on) an adversary proceeding to determine respective rights to the consigned goods, the Court permitted the Debtors to sell the consigned goods so long as they complied with the terms of the consignment agreements, including making payments to the consignors. (See Final Order, D.I. 1704.) The Final Order preserved WSFS's rights as the Term Loan Agent, including the right to recoup any payments made to the consignors from the sale of the consigned goods if it were determined that WSFS had a superior security interest in them. (Id. )

On March 16, 2016, the Debtors commenced this adversary proceeding against Sport Dimension, seeking declaratory relief on competing claims to the Disputed Goods. (Adv. D.I. 1.) WSFS intervened in the adversary proceeding and seeks a declaration that it has a perfected security interest senior to Sport Dimension's interest in the Disputed Goods and seeks disgorgement of their proceeds. (Adv. D.I. 2.) Sport Dimension filed an answer and counterclaim seeking a declaration that WSFS's security interest did not attach to the Disputed Goods and, if it did, that WSFS's lien is subordinate to Sport Dimension's interest. (Adv. D.I. 22.)

On September 10, 2018, the parties filed cross-motions for summary judgment seeking a determination of their respective interests in the Disputed Goods. (Adv. D.I. 79 & 84.) Briefing is complete, and the matter is now ripe for decision.

II. JURISDICTION

The Court has subject matter jurisdiction over this adversary proceeding, as it is a core proceeding dealing with the determination of the validity, priority, and extent of liens on property of the estate. 28 U.S.C. §§ 1334(b), 157(b)(2)(K).

Sport Dimension does not consent to entry of any final order or judgment by the Court. (Sport Dimension Answer ¶ 3, Adv. D.I. 21.) However, this Court has concluded in a similar proceeding in this case that (1) Article III does not prohibit the Court from hearing such "core proceeding[s]," and that (2) "Article III does not limit the Court's authority to enter final judgment on the claims and counterclaims at issue ...."

*603TSA Stores, Inc. v. MJ Soffe, LLC, 565 B.R. 292, 297 (Bankr. D. Del. 2017) (distinguishing Stern and finding that "the action at issue ... would necessarily be resolved in the claims allowance process") (quoting Stern v. Marshall, 564 U.S. 462, 499, 131 S.Ct. 2594, 180 L.Ed.2d 475 (2011) ). Therefore, the Court concludes that it has jurisdiction to hear this core proceeding and authority to enter a final judgment on the claims and counterclaims at issue.

III. STANDARD OF REVIEW

Rule 7056 of the Federal Rules of Bankruptcy Procedure incorporates Rule 56(c) of the Federal Rules of Civil Procedure, which sets forth the applicable summary judgment standard. Fed. R. Bankr. P. 7056 ; Fed. R. Civ. P.

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Bluebook (online)
601 B.R. 599, Counsel Stack Legal Research, https://law.counselstack.com/opinion/tsa-stores-inc-v-sport-dimension-inc-in-re-tsawd-holdings-inc-deb-2019.