U.S. Trustee v. Columbia Gas Systems Inc. (In re Columbia Gas Systems Inc.)

33 F.3d 294
CourtCourt of Appeals for the Third Circuit
DecidedAugust 29, 1994
DocketNo. 93-7609
StatusPublished
Cited by3 cases

This text of 33 F.3d 294 (U.S. Trustee v. Columbia Gas Systems Inc. (In re Columbia Gas Systems Inc.)) is published on Counsel Stack Legal Research, covering Court of Appeals for the Third Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
U.S. Trustee v. Columbia Gas Systems Inc. (In re Columbia Gas Systems Inc.), 33 F.3d 294 (3d Cir. 1994).

Opinion

OPINION OF THE COURT

SLOVITER, Chief Judge.

Before us on this appeal is a statutory-interpretation issue of first impression for an appellate court — whether the investment rules set forth in 11 U.S.C. § 345(b) for bankruptcy estates are mandatory requirements or merely suggested methods of investment that the bankruptcy court can modify or waive. The issue is a legal one over which our review is plenary.

I.

Appellant Columbia Gas Systems, Inc. is a parent utility holding company with eighteen operating subsidiaries, including appellant Columbia Gas Transmission Corporation. The entities are engaged in the wholesale and retail natural gas industry and, all together, have assets exceeding $6 billion.

On July 31, 1991, Columbia Gas Systems, Inc. and Columbia Gas Transmission Corporation (collectively the “Debtors”) filed voluntary bankruptcy petitions under chapter 11 of the Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (1988 & Supp. IV 1992). The Debtors have continued to operate their businesses as debtors-in-possession under 11 U.S.C. § 1107 (1988). The cases have been consolidated for administrative purposes.

On the day of filing the petitions, the Debtors also applied for a number of “first day” orders, including an order to approve their investment guidelines as being in compliance with 11 U.S.C. § 345 (1988). The guidelines, which had been used by the Debtors pre-petition, governed investment of all of the estates’ cash, cash equivalents, deposit accounts and other short term investments. The Debtors’ investment guidelines authorized the following types of investments: (1) repurchase agreements using government securities; (2) time deposits, certificates of deposit, bankers’ acceptances and highly rated commercial paper issued by highly rated banks or bank holding companies; (3) highly rated commercial paper issued by domestic corporations; and (4) time deposits, certificates of deposit, bankers’ acceptances and highly rated commercial paper issued by foreign entities, including foreign banks.

The bankruptcy court approved the guidelines stating that they were “deemed adequate and sufficient compliance with the requirements of Section 345 of the Bankruptcy Code,” and that the Debtors were “relieved from the obligation under Section 345(b) ... of obtaining a bond from an entity with which the money is deposited or invested.” App. at 15-16.

The United States Trustee filed a motion for reconsideration on the ground that the guidelines violated 11 U.S.C. § 345(b). The official committees for the secured and unsecured creditors advised the bankruptcy court that they approved the Debtors’ guidelines. The bankruptcy court denied the motion on October 3,1991 and the U.S. Trustee appealed to the district court which referred the matter to a magistrate judge.

On May 7, 1993, the magistrate judge entered a report and recommendation to vacate the order on the ground that the requirements of section 345(b) are mandatory and the Debtors’ guidelines did not comply with them. The district court adopted the report and, on August 19, 1993, ordered that the case be remanded to the bankruptcy court for further proceedings.

The Debtors filed a timely notice of appeal from the district court’s order on August 30, 1993. The district court’s order has been stayed pending this appeal.

II.

A. Standing

The Debtors contend that the U.S. Trustee does not have standing to bring this suit. They argue that he has suffered no injury-in-fact in that he has no pecuniary interest in this case and has no pertinent statutory duties that would provide a basis for standing.

The U.S. Trustee Program was initiated with the enactment of the Bankruptcy Code in 1978 as a Pilot Program in the Department of Justice and was designed to relieve the bankruptcy judges of certain administra[296]*296tive matters. See Bankruptcy Reform Act of 1978, Pub.L. No. 95-598, § 101, 92 Stat. 2549, 2651-57 (1978). The Program was expanded by the Bankruptcy Act of 1986. See Bankruptcy Judges, United States Trustees, and Family Farmer Bankruptcy Act of 1986, Pub.L. No. 99-554, §§ 111-115, 201-230, 100 Stat. 3008, 3090-95, 3097-3103 (1986). The broad general responsibilities of the U.S. Trustee were listed in the House Report accompanying this later statute as:

to monitor applications for compensation and reimbursement; to monitor plans and disclosure statements in chapter 11 cases; to monitor plans in chapter 13 cases; to make sure that all reports, schedules, and fees required to be filed by debtors (including the new filing fees due each quarter in chapter 11 cases) are in fact filed; to monitor the functioning of creditors’ committees; to notify the U.S. Attorney of possible crimes uncovered and cooperate with the U.S. Attorney in subsequent prosecutions; to monitor progress of bankruptcies and keep cases moving; and, to monitor the employment of professional persons in bankruptcy cases.

H.R.Rep. No. 764, 99th Cong., 2d Sess. 24 (1986), reprinted, in 1986 U.S.C.C.A.N. 5227, 5237.

Although the Report notes that the U.S. Trustee “may comment to the court through pleadings, motions or other appropriate filings on any of the matters listed above,” id. at 24-25, 1986 U.S.C.C.A.N. at 5237, in discussing the standing of the U.S. Trustee the Report did not limit it to the specific duties referred to above. Thus, the Report states:

The U.S. Trustee is given standing to raise, appear, and be heard on any issue in any case or proceeding under title 11, U.S.Code — except that the U.S. Trustee may not file a plan in a chapter 11 case. In this manner, the U.S. Trustee is given the same right to be heard as a party in interest, but retains the discretion to decide when a matter of concern to the proper administration of the bankruptcy laws should be raised.

Id. at 27, 1986 U.S.C.C.A.N. at 5240 (emphasis added).

Reflecting this intent, Congress enacted 11 U.S.C. § 307 in 1986, which provides that “[t]he United States trustee may raise and may appear and be heard on any issue in any case or proceeding under this title but may not file a plan pursuant to section 1121(c) of this title” (emphasis added). It is difficult to conceive of a statute that more clearly signifies Congress’s intent to confer standing.

The issue of the U.S. Trustee’s standing was recently considered by this court in United States Trustee v. Price Waterhouse, 19 F.3d 138 (3d Cir.1994). In that case we held, relying on section 307 and the legislative history referred to above, that the U.S.

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Related

In Re Davis
452 B.R. 610 (E.D. Michigan, 2011)
In Re Moon
258 B.R. 828 (N.D. Florida, 2001)
In Re Columbia Gas Systems Inc.
33 F.3d 294 (Third Circuit, 1994)

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33 F.3d 294, Counsel Stack Legal Research, https://law.counselstack.com/opinion/us-trustee-v-columbia-gas-systems-inc-in-re-columbia-gas-systems-inc-ca3-1994.