Zante Inc. v. Delegado (In re Zante Inc.)

467 B.R. 216, 2012 U.S. Dist. LEXIS 3079
CourtDistrict Court, D. Nevada
DecidedJanuary 10, 2012
DocketNo. 3:10-cv-00131-RCJ-WGC
StatusPublished
Cited by1 cases

This text of 467 B.R. 216 (Zante Inc. v. Delegado (In re Zante Inc.)) is published on Counsel Stack Legal Research, covering District Court, D. Nevada primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Zante Inc. v. Delegado (In re Zante Inc.), 467 B.R. 216, 2012 U.S. Dist. LEXIS 3079 (D. Nev. 2012).

Opinion

ORDER

ROBERT C. JONES, District Judge.

This bankruptcy appeal arises out of the reclassification of a punitive damages claim in a Chapter 11 confirmation order. For the reasons given herein, the Court affirms.

I. FACTS AND PROCEDURAL HISTORY

E-T-T, Inc. (“ETT”) is one of several Debtors in a consolidated Chapter 11 bankruptcy along with several other Herbst Gaming-related entities. (See Appellants’ Opening Br. 2, Apr. 19, 2010, ECF No. 6). Appellees Juan Delegado, Sr., individually and in his capacity as the administrator of the Estate of Rosa Dele-gado, sued ETT in state court, winning compensatory damages of $4,183,250.50 and punitive damages in the same amount after remittitur. (Id. 2-3). The amended judgment is under consideration by the Nevada Supreme Court on rehearing en banc. (Id. 3-4).

In this bankruptcy case, Appellees filed unsecured proofs of claim against ETT based upon the punitive damages award (the “Claim”). (Id. 6). At least two other claimants filed proofs of claim against ETT or other of the Debtors based in part upon punitive damages, but those claims had not been reduced to judgment. (Id. 6-7).

Debtors’ proposed plan (the “Plan”) would have put all general unsecured claims in Class 4, to be paid in full, but would have put all claims for punitive damages in Class 6, to be totally impaired. (Id. 5). Appellees filed an objection to the Plan, arguing that it unfairly discriminated against Class 6 claims because they were unsecured claims like those in Class 4 and therefore should have been included with them under § 726(a)(4). (Id. 8). The bankruptcy court ruled that all Appellees’ claims, compensatory and punitive, had to be included in Class 4, because to put them in another class would have been unfairly discriminatory. (Id. 9). The bankruptcy [218]*218court noted that § 726(a) was a mandatory classification scheme for Chapter 7 cases, but although not mandatory in Chapter 11 cases, could be used as a basis for appealing to a bankruptcy judge’s discretion under § 1122(a) in Chapter 11 cases. (See Hr’g Tr. 68:14-19, Oct. 28, 2009, AER 987 (Tab T)). The bankruptcy judge then ruled that putting the Claim into Class 6, or any class apart from Class 4, would not comport with the Bankruptcy Code because it would constitute unfair discrimination. (See id. 69:6-21). The bankruptcy court reasoned that because the Claim was the only claim based upon punitive damages that had been reduced to judgment, it would be unfair to separate the Claim from other unsecured claims. (See id. 69:11-17). The bankruptcy court issued the confirmation order (the “Confirmation Order”), adopting the Plan, modified as follows: (1) the Plan did not comply with the “best interests of creditors” test under § 1129(a)(7) as to the proposed Class 6 claims; (2) modification of Class 6 claims was required under §§ 1122(a) and 1123(a)(l)-(2); and (3) the Plan unfairly discriminated against Class 6 claims under § 1129(b). (Appellants’ Opening Br. 9-10). The Confirmation Order therefore moved all proposed Class 6 claims into Class 4. (Id. 10).

Appellants have appealed the Confirmation Order to the extent it puts the proposed Class 6 claims into Class 4. Two other appeals of the Confirmation Order have since been voluntarily dismissed. The propriety of the punitive damages award underlying the Claim is currently under en banc reconsideration by the Nevada Supreme Court in Case No. 46901. That Court heard the case in January of 2011 but has yet to issue a ruling. This Court stayed the present case pending the Nevada Supreme Court’s ruling, but at a recent status conference the Court determined to hold oral argument and rule in the present case directly.

II. LEGAL STANDARDS

The bankruptcy court’s conclusions of law, including its interpretations of the bankruptcy code, are reviewed de novo, and its factual findings are reviewed for clear error. See Blausey v. U.S. Trustee, 552 F.3d 1124, 1132 (9th Cir.2009). A reviewing court must accept the bankruptcy court’s findings of fact unless it is left with the definite and firm conviction that a mistake has been committed. See In re Straightline Invs., Inc., 525 F.3d 870, 876 (9th Cir.2008).

Apart from an administrative-convenience exception that does not apply in this case, “a plan may place a claim or an interest in a particular class only if such claim or interest is substantially similar to the other claims or interests of such class.” 11 U.S.C. § 1122(a). Whether claims are “substantially similar” under 11 U.S.C. § 1122(a) is a question of fact; a bankruptcy court has broad latitude in making this determination, which is reviewed for clear error. In re Johnston, 21 F.3d 323, 327 (9th Cir.1994).

Section 1122(a) requires only must be “substantially similar” to be placed into the same class, i.e., it prevents dissimilar claims from being placed into the same class, but it does not prevent substantially similar claims from being placed into different classes. 7 Alan N. Resnick & Henry J. Sommer, Collier on Bankruptcy § 1122.03[1], at 1122-6 to 1122-7 (Matthew Bender & Co., Inc. 2011) (citing Class Five Nev. Claimants v. Dow Corning Corp. (In re Dow Corning Corp.), 280 F.3d 648, 661 (6th Cir.2002)). “To the contrary, the bankruptcy court has substantial discretion to place similar claims in different classes.” In re Dow Corning Corp., 280 F.3d at 661 (citing In re U.S. [219]*219Truck Co., 800 F.2d 581, 585 (6th Cir.1986)).

III. ANALYSIS

Section 1122(a) permits substantially similar claims to be classed differently, so long as claims that are not substantially similar are not classed together. See 7 Resnick & Sommer, Collier on Bankruptcy § 1122.03[1], at 1122-6 to 1122-7 (citing In re Dow Corning Corp., 280 F.3d at 661). The bankruptcy court was therefore within its discretion to reclassify Ap-pellees’ punitive claim into Class 4 under § 1122(a), because it was not clear error to find that punitive damages claims reduced to judgment are “substantially similar” to other unsecured claims. Moreover, where, as here, other unsecured claims will not be diluted thereby, it would have been unfair discrimination under § 1129(b)(1) for the bankruptcy court to have left Appellees’ punitive claim in Class 6. The Court therefore affirms.

Appellants argue that the “best interests of creditors” test of § 1129(a)(7) would have been satisfied under the Plan, because that test simply requires that any impaired creditor in a Chapter 11 plan that does not vote to accept the plan must receive at least as much as it would have received under Chapter 7, and in the present case the judgment debtors would have received nothing under a § 726(a)-priori-tized Chapter 7 liquidation.

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Bluebook (online)
467 B.R. 216, 2012 U.S. Dist. LEXIS 3079, Counsel Stack Legal Research, https://law.counselstack.com/opinion/zante-inc-v-delegado-in-re-zante-inc-nvd-2012.