Universal Suppliers, Inc. v. Regional Building Systems, Inc. (In re Regional Building Systems, Inc.)

254 F.3d 528
CourtCourt of Appeals for the Fourth Circuit
DecidedJune 29, 2001
DocketNo. 01-1072
StatusPublished
Cited by4 cases

This text of 254 F.3d 528 (Universal Suppliers, Inc. v. Regional Building Systems, Inc. (In re Regional Building Systems, Inc.)) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fourth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Universal Suppliers, Inc. v. Regional Building Systems, Inc. (In re Regional Building Systems, Inc.), 254 F.3d 528 (4th Cir. 2001).

Opinion

Affirmed by published opinion Chief Judge WILKINSON wrote the opinion, in which Judge NIEMEYER and Chief Judge KEELEY joined.

OPINION

WILKINSON, Chief Judge:

This case requires us to determine the effect of the confirmation of a Chapter 11 reorganization plan on a creditor’s liens. Appellant maintains that since confirmation of a Chapter 13 plan fails to extinguish liens not addressed by the plan, see Cen-Pen Corp. v. Hanson, 58 F.3d 89 (4th Cir.1995), the same must be true with respect to confirmation of a Chapter 11 plan. Because the relevant provisions of Chapter 11 and Chapter 13 use different language and serve different purposes, we hold that appellant’s lien was extinguished by confirmation of the underlying Chapter 11 plan. Accordingly, we affirm the judgment of the district court.

I.

In 1992, Universal Suppliers and Regional Building Systems (RBS) entered into a consignment agreement whereby RBS granted Universal a security interest in certain home construction materials. In November 1993, RBS filed a voluntary petition for relief under Chapter 11 of the bankruptcy code. RBS listed Universal as the holder of a $358,871.71 claim, secured by collateral with a value of zero. Thus, the entire claim was only entitled to allow-[530]*530anee as an unsecured claim because a lien is secured only up to the value of the underlying property. See 11 U.S.C. § 506(a).

It is undisputed that Universal knew of its claim against RBS. Indeed, Universal participated as a member of the official committee of unsecured creditors. And in August 1996, Universal filed two separate proofs of claim in RBS’s bankruptcy case, asserting an unsecured nonpriority claim for $358,871.71. In April 1997, the bankruptcy court approved a settlement from an unrelated lawsuit which resulted in the payment of approximately $5 million to RBS. Universal now claims that its lien attaches to these settlement funds.

In May 1997, the bankruptcy court entered an order confirming RBS’ Chapter 11 plan. The plan did not provide for retention of Universal’s lien even though the $5 million settlement was now available to satisfy the claim. Rather, the plan classified Universal as a general unsecured creditor. Nevertheless, Universal failed to assert its lien at that time or otherwise object to confirmation of the plan. With respect to the $5 million against which Universal now asserts its lien, the plan stated that after certain other claims had been satisfied, Universal and the other unsecured creditors would receive a pro rata distribution of the remainder of the estate (including any remaining settlement funds).

After confirmation, a Plan Committee was formed to administer the covered properties. In December 1997, more than seven months after confirmation of the plan, Universal filed an amended proof of claim asserting a secured claim of roughly $740,000. The amended claim attempted to reclassify Universal’s lien as secured and sought approximately $380,000 in interest, fees, and other charges, in addition to the $358,871.71 originally claimed. The Plan Committee opposed the reclassification of Universal’s claim.

The bankruptcy court agreed with the Plan Committee, holding that Universal’s lien rights were extinguished upon confirmation of RBS’ Chapter 11 plan. See In re Regional Building Systems, Inc., 251 B.R. 274 (Bankr.D.Md.2000). The bankruptcy court explained that any property of a debtor that is addressed by a Chapter 11 plan becomes free and clear of any claims not expressly preserved. Since the $5 million settlement fund that Universal identified as the target of its lien had been dealt with by RBS’s confirmed Chapter 11 plan, and since neither the plan nor the order confirming the plan expressly preserved Universal’s lien rights, the bankruptcy court held that Universal’s lien had been extinguished. The district court subsequently affirmed the bankruptcy court’s judgment, agreeing that Universal’s lien was extinguished upon confirmation of RBS’ Chapter 11 plan. This appeal followed.

II.

A.

We begin, as we must, with the text of the bankruptcy code. In rejecting Universal’s arguments, the bankruptcy court relied on 11 U.S.C. § 1141(c), which states, in pertinent part, that:

[Ejxcept as otherwise provided in the plan or in the order confirming the plan, after confirmation of a plan, the property dealt with by the plan is free and clear of all claims and interests of creditors, equity security holder's, and of general partners in the debtor.

The bankruptcy court properly determined that all of the elements needed to invoke § 1141(c)’s “free and clear of all claims” language had been satisfied in this case. First, RBS submitted a Chapter 11 reor[531]*531ganization plan to the court. Second, the plan was confirmed by an order of the court, without any objection from Universal. Third, the property to which Universal now seeks to attach its lien was “dealt with by the plan.” Specifically, the plan stated that after certain other claims had been paid, Universal and the other unsecured creditors would receive a pro rata share of the remainder of the estate, including any amounts left in the $5 million settlement fund. And fourth, neither the plan nor the order confirming the plan preserved Universal’s lien rights. Rather, the plan classified Universal as a general unsecured creditor.

By the plain terms of § 1141(c), therefore, confirmation of RBS’s Chapter 11 plan rendered the $5 million settlement fund “free and clear of all claims” not expressly preserved. Since Universal’s lien was not preserved, it was extinguished by operation of law upon confirmation of RBS’ plan. And we note that every other circuit court of appeals to have addressed this issue has reached the same conclusion. See Matter of Penrod, 50 F.3d 459, 463 (7th Cir.1995) (holding that under § 1141(c), “unless the plan of reorganization, or the order confirming the plan, says that a lien is preserved, it is extinguished by the confirmation.”); In re Be-Mac Transport Co., 83 F.3d 1020 (8th Cir.1996) (following Penrod); In re Barton Indus., Inc., 104 F.3d 1241 (10th Cir .1997) (same).

B.

Universal does not offer a different reading of the statute and cites no Chapter 11 cases which challenge this interpretation of § 1141(c). Rather, Universal claims that confirmation of a Chapter 11 plan cannot extinguish a lien where the plan makes no mention of the lien. In support, Universal references this court’s decision in Cen-Pen Corp. v. Hanson, 58 F.3d 89 (4th Cir.1995), for the proposition that a debtor must initiate an adversary proceeding in order to extinguish a lien.

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Bluebook (online)
254 F.3d 528, Counsel Stack Legal Research, https://law.counselstack.com/opinion/universal-suppliers-inc-v-regional-building-systems-inc-in-re-ca4-2001.