Summary
finding that potential ramifications of third party litigation were insufficient to render claims "related to" bankruptcy proceeding
Summary of this case from SPV Osus Ltd. v. Ubs AGOpinion
01 Civ. 10215 (LTS)(JCF)
June 11, 2002
Kenneth D. O'Reilly, Oppenheimer Wolff Donnelly, LLP, New York, NY, for Plaintiff.
Josephine Yang-Patyi, Andrew J. Romanow, Harris Beach, LLP, Pittsford, NY, for Defendants.
MEMORANDUM OPINION AND ORDER
This matter comes before the Court on the motion of Plaintiff General Electric Corporation ("Plaintiff") for abstention and to remand this action to the New York State Supreme Court, New York County, pursuant to 28 U.S.C. § 1452(a). Defendants Pro-Fac Cooperative, Inc. and Agrilink Foods, Inc. (collectively, "Defendants") cross-move for change of venue, seeking to transfer this action (the "Action") from the United States District Court for the Southern District of New York to the United States District Court for the Western District of New York at Rochester pursuant to 28 U.S.C. § 1412, in contemplation of referral to the Bankruptcy Court for that District.
In its complaint Plaintiff, a New York corporation with its principal place of business in Connecticut, alleges that it leased various commercial equipment to PF Acquisition II, Inc. (the "Debtor"), by assignment of a lease executed on or about October 1, 1999. Debtor is alleged to have defaulted on its obligations under the lease in or about June 2001; it thereafter filed for bankruptcy protection. Debtor and Defendant Agrilink Foods, Inc. ("Agrilink") are wholly owned subsidiaries of Defendant Pro-Fac Cooperative, Inc. ("Pro-Fac"). All three companies are headquartered in Rochester, New York. According to the complaint, all three companies share common chief executive and financial officers, and there is extensive overlap of other officers, directors, and personnel among these three entities. The complaint also asserts that, at the time the lease was executed, the officers and directors of both Defendants represented that Defendants would be responsible for any lease obligation of the Debtor. Plaintiff seeks to hold Defendants liable on an alter ego basis for Debtor's unsatisfied lease obligations. Plaintiff further asserts that Defendants are liable to Plaintiff for compensatory and punitive damages for fraud in connection with the negotiation of the lease.
It is undisputed that, on June 27, 2001, the Debtor filed a petition for relief under Chapter 7 of the Bankruptcy Code in the United States Bankruptcy Court for the Western District of New York at Rochester. The subject lease was rejected in the course of Debtor's bankruptcy case, which remains pending. Plaintiff commenced this Action in New York State Supreme Court on or about October 17, 2001. Defendants removed the Action to this Court on or about November 20, 2001.
The Court has considered thoroughly all submissions and arguments related to these motions. For the following reasons, Plaintiff's motion to remand is granted and Defendants' cross-motion for change of venue is denied.
DISCUSSION
Removal to district court of any civil claim or cause of action is authorized pursuant to 28 U.S.C. § 1452(a) if the district court has jurisdiction of the claim or cause of action under 28 U.S.C. § 1334. 28 U.S.C.A. § 1334 (West 2002). 28 U.S.C. § 1452(b) authorizes the district court to which the case is removed to "remand such claim or cause of action on any equitable ground." 28 U.S.C.A. § 1452(b) (West 2002). Section 1334 grants district courts original, nonexclusive jurisdiction of proceedings "arising under [the Bankruptcy Code] or arising in or related to cases under [the Bankruptcy Code]." 28 U.S.C.A. § 1334(b) (West 2002). The statutory framework also makes it clear that district courts are not compelled to exercise jurisdiction upon removal; 28 U.S.C. § 1334(c)(1) provides that "[n]othing in this section prevents a district court in the interest of justice, or in the interest of comity with State courts or respect for State law, from abstaining from hearing a particular proceeding arising under title 11 or arising in or related to a case under title 11." 28 U.S.C.A. § 1334(c)(1) (West 2002).
Accordingly, this Court must first determine whether it has jurisdiction of the removed claims against Defendants under section 1334. Defendants contend that the Court has such jurisdiction, arguing that the claims against them are ones "related to" the Debtor's pending bankruptcy case. A case is "related to" a bankruptcy case within the meaning of this statutory provision if it has a "significant connection" with the pending case or its outcome might have "any `conceivable effect'" on the debtor's estate. Publicker Industries, Inc. v. U.S. (In re Cuyahoga Equip. Corp.), 980 F.2d 110, 114 (2d Cir. 1992) (citations omitted) ("The test for determining whether litigation has a significant connection with a pending bankruptcy proceeding is "whether its outcome might have any conceivable effect on the bankrupt estate.") A proceeding between non-debtors has a "conceivable effect" on the bankruptcy estate where the dispute would "affect how much property is available for distribution to the creditors of a bankruptcy estate or the allocation of property among such creditors, or if the outcome could alter the debtor's rights and liabilities." Geron v. Schulman (In re Manshul Construction Corp.), 225 B.R. 41, 45 (Bankr. S.D.N.Y. 1998).
Defendants argue that the instant case, in which the Debtor is not a named party, is "related to" the Debtor's bankruptcy case because the Debtor is an obligor under the lease in question and because Defendants have filed contingent contribution and indemnity claims in the bankruptcy case, seeking to recover from the Debtor for any liability arising in this case. In reply papers on the instant motion, Defendants asserted for the first time that the Debtor is an indispensable party to the litigation whose participation in the action is necessary "for any court to award the parties full and adequate relief under the cause of action pled by plaintiff' (Mehalick Reply Aff. at ¶ 11) and that "where a breach of contract action is dependent on the acts of a subsidiary, a complaint is substantively defective unless the subsidiary is a party to the action." (Id. at ¶ 5).
Defendants have not moved to dismiss this action for failure to join a necessary party nor, to the Court's knowledge, sought Bankruptcy Court relief from the automatic stay to permit joinder of the Debtor here or in state court. Their indispensable party argument is therefore considered only to the extent it has ramifications for this Court's jurisdictional and remand determinations.
The Court finds that, while the outcome of this litigation may have ramifications that could conceivably have an effect on estate administration (such as reduction of the amount of Plaintiff's claim against the bankruptcy estate in light of any recovery from Defendants, and/or ripening of Defendants' contingent claims against the estate), such potential ramifications are insufficient to render the claims that have been asserted against the non-debtor Defendants "related to" Debtor's bankruptcy proceeding. The removed claims are asserted against the Debtor's affiliates, rather than against the Debtor, and are premised on allegations of fraud and misuse of the corporate form by those affiliates and/or their principals. Resolution of the rights of Plaintiff and Defendants inter se does not require resolution of the validity or proper scope of any claims by Defendants against Debtor, and will have no direct effect on the bankruptcy estate.
Nor does it appear that the Debtor is an indispensable party to the litigation. As noted, the claims are asserted against the non-Debtor affiliates and liability is premised on alleged actions of those affiliates rather than of the Debtor. Even if Defendants were viewed as co-obligors on the lease, joinder would not be required under Rule 19 of the Federal Rules of Civil Procedure. See, e.g., 7 Wright, Muller, and Kane, Federal Practice and Procedure § 1613 (3d ed. 2001); 4 Moore's Federal Practice § 19.06 (3d ed. 2000). See also Travelers Indemnity Co. v. The Losco Group. Inc., 150 F. Supp.2d 556, 564 (S.D.N.Y. 2001) (distinguishing between risk of inconsistent obligations and risk of inconsistent results in separate actions, and finding that Rule 19 did not require joinder of absent party). As to Defendants' contention that discovery in connection with litigation of this action in New York County would be unduly disruptive of the bankruptcy trustee's activities in the Western District of New York, the Court notes that the Bankruptcy Court has already ruled, over Debtor's opposition, that discovery relating to this action is not barred by the automatic stay that arose upon Debtor's bankruptcy filing and has declined to restrict Plaintiffs' New York County-based discovery activities insofar as they are directed toward the Debtor. (See Order, dated Jan. 2, 2002, Ex. A to Further Decl. of O'Reilly.) Lacking subject matter jurisdiction, this Court must therefore remand the Action to state court.
Even if there were deemed to be a basis for the exercise of "related to" jurisdiction here, remand would still be appropriate in light of the non-exclusive nature of federal court jurisdiction of proceedings of this nature and the considerations reviewed above, as well as on equitable grounds, including respect for Plaintiff's choice of forum, the ability of the chosen forum to conduct a jury trial, and the parties' acknowledgment that New York County is not an improper venue for this litigation. Accordingly, this Action shall be and hereby is remanded to the Supreme Court of the State of New York, New York County. In light of the Court's decision to remand the Action, Defendants' cross-motion for change of venue is denied.
CONCLUSION
For the foregoing reasons, Plaintiff's motion to remand and abstention is granted and Defendants' cross-motion for change of venue is denied. Each party shall bear its own costs, and this case shall be closed.