Windsor Communications Group, Inc. v. Metropolitan Consolidated Industries, Inc. (In re Windsor Communications Group, Inc.)

96 B.R. 495, 1989 U.S. Dist. LEXIS 1362
CourtDistrict Court, E.D. Pennsylvania
DecidedFebruary 10, 1989
DocketCiv. A. Nos. 87-7631, 88-0608 and 88-0609; Bankruptcy No. 82-03714S; Adv. No. 84-0714
StatusPublished
Cited by7 cases

This text of 96 B.R. 495 (Windsor Communications Group, Inc. v. Metropolitan Consolidated Industries, Inc. (In re Windsor Communications Group, Inc.)) is published on Counsel Stack Legal Research, covering District Court, E.D. Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Windsor Communications Group, Inc. v. Metropolitan Consolidated Industries, Inc. (In re Windsor Communications Group, Inc.), 96 B.R. 495, 1989 U.S. Dist. LEXIS 1362 (E.D. Pa. 1989).

Opinion

MEMORANDUM AND ORDER

FULLAM, Chief Judge.

These consolidated appeals bring before the court for review a final order entered by the Bankruptcy Court on December 15, 1987, in an adversary proceeding. 80 B.R. 712.

The debtor, Windsor Communications Group, Inc. is the corporate successor to Norcross Rust Craft Greeting Card Publishers. It will be referred to as “Windsor”. Windsor is the owner of a “film-library” of designs used in the manufacture of greeting cards. In the late 1970s, Windsor delivered more than 10,000 of its original design-films to the defendant Metropolitan Consolidated Industries, Inc. (“Metropolitan”) for use in the latter’s greeting card manufacturing business, pursuant to a license agreement. Under the terms of that arrangement, as later extended, Metropolitan was required to return the films to Windsor in 1982. It failed to do so and, in due course, Windsor — now in bankruptcy —brought this adversary proceeding to obtain either the films or their value, together with damages.

In 1979, Metropolitan had come under the protection of the Bankruptcy Court in Massachusetts, and it continued to function as a debtor in possession. It was required to vacate its Massachusetts plant on fairly short notice, with the result that various items of personal property located in its Massachusetts plant were hurriedly trucked to its other manufacturing facility in Waukegan, Illinois. Among the items thus transferred were a large quantity of the films belonging to Windsor.

The real estate in which Metropolitan’s Waukegan operations were conducted was owned by Robert E. Runyan and Barbara L. Runyan, his wife. In 1983, they formed a corporation which purchased the Wauke-gan manufacturing operation from Metropolitan. In 1985, the Runyans sold the business to the third-party defendant, the Crystal Group of Companies (“Crystal”).

When the Waukegan business was sold to Crystal in 1985, a library of some 14,000 films was apparently included in the sale. Windsor, Metropolitan, and the Runyans all agree, and the Bankruptcy Court has found as a fact — in findings which are not clearly erroneous — that 6,891 of these films belong to Windsor, having been part of the original bailment to Metropolitan which should have been returned to Windsor in 1982.

Windsor first made formal demand on Metropolitan for the return of the films in 1984. Metropolitan forwarded a copy of that demand to Crystal, but Crystal denied any knowledge of the films. The responsible official for Crystal at the Waukegan plant, one Splayt who was the general manager, had also served as general manager when the plant was owned by Metropolitan and the Runyans.

As a result of further investigation, with the approval and encouragement of the Bankruptcy Court, representatives of Metropolitan and Windsor visited the Wauke-gan plant and established, to their satisfaction at least, that 6,891 of the films in Crystal’s possession did belong to Windsor.

Metropolitan joined Crystal as a third-party defendant in this adversary proceeding. Crystal joined the Runyans as fourth-party defendants, seeking indemnification and damages for breach of warranty of title, and the Runyans cross-claimed against Metropolitan for breach of warranty-

By the time Crystal was joined as a third-party defendant in this case, Crystal itself was undergoing bankruptcy reorganization, in the Northern District of Illinois. The automatic stay in that proceeding has [497]*497been lifted, but only to the extent necessary for the resolution of all claims asserted by or against Crystal in the third-party complaint and its own fourth-party complaint.

The rulings of the Bankruptcy Court involved in the present appeal may be summarized as follows: Windsor is entitled to recover damages from Metropolitan, and is entitled to get back the missing films. Crystal is required to surrender the films in question, and is also liable on the third-party complaint for damages for its wrongful retention of the films from and after a. specified date in 1986, when the identity of the films as property of Windsor was established; these damages amount to some $13,782, plus $1,607.19 in travel costs associated with the investigation. The claims of Crystal and the Runyans were dismissed.

Crystal has filed the present appeal. While the appeal was pending, Windsor and Metropolitan settled their differences; Metropolitan has paid Windsor a substantial sum of money, and has assigned to Windsor all of its claims against the other parties.

I. True Ownership the 6,891 Films

Crystal argues that the record is devoid of evidence establishing that the films in question are the same films which Windsor originally licensed to Metropolitan. The bankruptcy judge found to the contrary and, as noted above, I am satisfied that his findings are adequately supported by the evidence. There can be no doubt that more than 10,000 of such films were originally delivered, pursuant to the bailment, to Metropolitan. Substantially all of Metropolitan’s personal property at its Massachusetts plant found its way to the Waukegan facility. Without more, this would justify the inference that the missing films may very well have been among the property transferred. It is conceded that the sample films which were examined closely bear the Norcross name, and that the persons who inspected the films and have attested to their ownership were thoroughly familiar with these matters. Significantly, Crystal did not offer any evidence which would support a different conclusion, preferring to rely upon the alleged hearsay nature of some of the business records involved, and upon what it contends was Windsor’s failure to make out a prima facie case. All in all, I am not disposed to disturb the bankruptcy judge’s findings. For present purposes, Windsor is the true owner of the 6,891 films.

II. Crystal's Liability

Crystal correctly asserts that, when it purchased the Waukegan operation from the Runyans, it acquired lawful possession of these films, and that, as the rightful possessor, its rights are superior to the rights of all other persons except the true owner. But, says Crystal, the true owner, Windsor, has made no direct claim against Crystal for restoration of the films. The only entity which has sued Crystal for possession of the films is Metropolitan, which, as a converter of the films, obviously has no lawful right to get them back from Crystal. Indeed, it is argued, Crystal is entitled to retain the films unless and until the Bankruptcy Court in the Northern District of Illinois, or some other court which is free to do so by reason of an action of that Bankruptcy Court, decides otherwise.

This is an interesting line of argument but not a persuasive one. Windsor sued Metropolitan for the return of the film, as well as for damages; and Metropolitan’s third-party complaint against Crystal asserted that, if all or any part of Windsor’s claims were upheld, Crystal, as third-party defendant, would be liable for the claims Windsor was asserting against Metropolitan.

In the circumstances of this case, the third-party joinder provided an adequate procedural mechanism to enable Metropolitan to act as a conduit between the true owner and the present possessor, to whom Metropolitan had inadvertently and improperly caused the film to be transferred. The Bankruptcy Court’s order in this case did not exceed the authorization granted by the Illinois Bankruptcy Court in granting relief from the automatic stay.

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Bluebook (online)
96 B.R. 495, 1989 U.S. Dist. LEXIS 1362, Counsel Stack Legal Research, https://law.counselstack.com/opinion/windsor-communications-group-inc-v-metropolitan-consolidated-industries-paed-1989.