Summary
finding that, under Delaware law, plaintiff's allegations supporting the subsidiary's undercapitalization, the significant overlap of executive officers between the parent and subsidiary, the ownership interests held by directors of the parent in the subsidiary, the financial instability of the subsidiary, the parent's providing “managerial and other services” to the subsidiary, and the parent's use of the subsidiary as a tool to further the parent's interests insufficient to state a claim
Summary of this case from National Gear & Piston, Inc. v. Cummins Power System, LLCOpinion
Case Nos. 01-11457, 01-11469, 02-13898 (ALG), (Jointly Administered)
December 11, 2003
ORDER APPROVING DEBTORS' FOURTH OMNIBUS OBJECTION TO CLAIMS
Upon the objection (the "Objection") dated November 6, 2003, of RSL COM PrimeCall, Inc. ("PrimeCall"), RSL COM U.S.A. ("RSL USA") and LDM Systems, Inc. ("LDM', and collectively with PrimeCall and RSL USA, the "Debtors"), as debtors in possession, for an order, pursuant to sections 502(a) and (b)(9) of title 11 of the United States Code (the "Bankruptcy Code") and Rule 3007 of the Federal Rules of Bankruptcy Procedure (the "Federal Rules"), authorizing the Debtors to disallow, expunge, reclassify, and/or reduce in amount certain claims as listed in the herein attached exhibits (the "Exhibits"); and it appearing that due notice of the Objection having been provided; and it further appearing that the relief provided for herein is in the best interests of the Debtors and their estates and creditors; and upon all of the proceedings had before the Court; a hearing having been held December 11, 2003; and after due deliberation and sufficient cause appearing therefor, it is
ORDERED that the Objection is granted as set forth herein; in its entirety; and it further ORDERED that the claims set forth in the attached Exhibit B are hereby disallowed and expunged as having been filed subsequent to the applicable bar date; and it is further ORDERED that the claims set forth in the attached Exhibit C are hereby disallowed and expunged as being dupficative; and it is further
ORDERED that the claim set forth in the attached Exhibit D is hereby disallowed and expunged as being mistakenly filed against the wrong debtors; and it is further
ORDERED that the claims set forth in the attached Exhibit E are hereby disallowed and expunged because no claim exists as against the Debtors; and it is further
ORDERED that the claims set forth in the attached Exhibit F are hereby disallowed and expunged as being filed with insufficient documentation; and it is further
ORDERED that the claim set forth in the attached Exhibit G is hereby disallowed and expunged as having been paid post-petition pursuant to court orders authorizing such payments; and it is further
ORDERED that the claims set forth in the attached Exhibit H are hereby disallowed and expunged because the claims have been fully cured by the Debtors in accordance with court orders; and it is further
ORDERED that the claims set forth in the attached Exhibit I are hereby reduced to the amounts set forth in the "Reduced Amount" column on Exhibit I; and it is further
ORDERED that the claims set forth in the attached Exhibit J are hereby reclassified, or partially reclassified, as general unsecured claims; and it is further
ORDERED that the claims set forth in the attached Exhibits K and L are hereby disallowed and expunged as they relate to claims resolved pursuant to the Plan; and it is further
ORDERED that the claims set forth in the attached Exhibit M are administrative claims that are hereby partially allowed as an administrative claim and the remainder allowed as a non-priority unsecured claims; and it is further ORDERED that the time for Haar Communications to respond to the Objection, as related to claim nos. 51500 and 63300, is hereby extended as to be agreed to by the parties; and scheduled to be heard on January 9, 2004 at 10:00 a.m.; and it is further ORDERED that claim no. 63400, of Cavalier Telephone LLC. Cavalier Telephone Mid-Atlantic, LLC., has been resolved and is hereby adjourned to January 9, 2004 at 10:00 a.m., pending receipt of a stipulated order to be presented to the Court, in which case the matter will not be heard further.
Exhibit B Claims That Should be Disallowed and Expunged as Filed Subsequent to the Bar Date or the Administrative Claims Bar Date
Claim No. Claimant Claim Total Debtor Against Whom Claim Is Filed
58900 Telefonica De Espana $10,960.87 PrimeCall 59000 Consulting links, Inc. $13,696.00 PrimeCall 59200 Village Vending Co. $ 2,136.00 PrimeCall 59600 Lam, Long B. $17,500.00 PrimeCall 59800 CITG Services Inc. $ 7,785.82 PrimeCall 59900 Mercado, Manuel O. $ 60.00 PrimeCall 60500 American Express Travel Related Services Co. $ 1,067.08 PrimeCall 61000 Vinton III, William Lewis $ 2.04 PrimeCall 61100 Vinton III, William Lewis $ 3.65 PrimeCall 61300 Saltzman, Clifford Alien $ 2,844.00 PrimeCall 62000 Castillo, Alfonso P. $ 0.00 PrimeCall 62100 Protection One $ 658.23 PrimeCall 62300 Cardenas, Alfonso $ 4,707.07 PrimeCall 62500 Indiana Dept. of State Revenue $ 1,870.26 PrimeCall 62600 Indiana Dept. of State Revenue $ 1,743.61 PrimeCall 63000 Butler, Diane M. $ 3,104.39 PrimeCallExhibit C Claims That Should be Disallowed and Expunged as Duplicative
Claim No. Claimant Claim Total Debtor Against Whom Claim Is Filed
59000 Consultinglinks, Inc. $13,696.00 PrimeCall 59200 Village Vending Co. $ 2,136.00 PrimeCall 59600 Lam, Long B. $17,500.00 PrimeCall 59800 CITG Services Inc. $ 7,785.82 PrimeCall 60500 American Express Travel Related Services Co. $ 1,067.08 PrimeCall 61000 Vinton III, William Lewis $ 2.04 PrimeCall 61100 Vinton III, William Lew $ 3.65 PrimeCall 61300 Saltzman, Clifford Alien $ 2,844.00 PrimeCall 62000 Castillo, Alfonso P. $ 0.00 PrimeCall 62300 Cardenas, Alfonso $ 4,707.07 PrimeCallExhibit D Claim That Should be Disallowed and Expunged as Mistakenly Filed Against the Debtors
Claim No. Claimant Claim Total Debtor Against Whom Claim Is Filed
58900 Telefonica De Espana $ 10,960.87 PrimeCallExhibit E Claims That Should be Disallowed and Expunged Because No Claim Exists as Against the Debtors
Claim No. Claimant Claim Total Debtor Against Whom Claim Is Filed
43200 Phones For All, Inc. $ 87,975.42 PrimeCall 46800 City of Los Angeles $ 34,630.83 PrimeCall 46900 City of Los Angeles $ 10,699.98 RSL COM USA 55600 Dept. of the Treasury — IRS $ 1,601.04 PrimeCall 56300 Pitney Bowes Credit Corporation $ 2,610.15 PrimeCall 56400 Pitney Bowes Credit Corporation $ 2,776.22 RSL COM USA 58900 Telefonica De Espana $ 10,960.87 PrimeCall 60700 Universal Service Administrative Co. $ 754,406.66 PrimeCall 60900 Universal Service Administrative Co. $ 0.00 RSL COM USA 61600 State of Oklahoma $ 111.69 PrimeCall 61700 State of Oklahoma $ 442.70 RSL COM USA 63500 Oracle Corp. Oracle Credit Corp. $ 1.00 RSL COM USA 63600 Oracle Corp. Oracle Credit Corp. $ 1.00 PrimeCall 63700 Oracle Corp. Oracle Credit Corp. $ 1.00 LDM Systems Inc.Exhibit F Claims That Should be Disallowed and Expunged Because the Claims Lack Proper Documentation
Claim No. Claimant Claim Total Debtor Against Whom Claim Is Filed
60500 American Express Travel Related Services Co. $ 1,067.08 PrimeCall 63500 Oracle Corp. Oracle Credit Corp. $ 1.00 RSL COM USA 63600 Oracle Corp. Oracle Credit Corp. $ 1.00 PrimeCall 63700 Oracle Corp. Oracle Credit Corp. $ 1.00 LDM Systems Inc. Exhibit G Claim That Should be Disallowed and Expunged Because the Claim Has Since Been Paid Post-Petition Pursuant to Various Court Orders Authorizing Such PaymentClaim No. Claimant Claim Total Debtor Against Whom Claim Is Filed
60700 Universal Service Administrative Co. $ 754,406.66 PrimeCallExhibit H Claims That Should be Disallowed and Expunged Because the Claims Have Been Fully Cured
Claim No. Claimant Claim Total Debtor Against Whom Claim Is Filed
56300 Pitney Bowes Credit Corporation $ 2,610.15 PrimeCall 56400 Pitney Bowes Credit Corporation $ 2,776.22 RSL COM USAExhibit I Claims That Should be Partially Allowed
Claim No. Claimant Claim Total Reduced Debtor Amount Against Whom Claim Is Filed
60300 NYC Dept. of Finance $ 24,200.00 $ 2,200.00 PrimeCall 60400 NYC Dept. of Finance $ 29,700.00 $ 2,200.00 RSL COM USAExhibit J Claims That Should be Reclassified or Partially Reclassified as Non-Priority Unsecured Claims
Claim No. Claimant Allowed Non- Allowed Debtor Priority Priority Against Whom Amount Amount Claim Is Filed
25000 Holzer, Alan $ 8,672.00 $4,300.00 PrimeCall 26700 Bober, Stephen $ 3,480.79 $0 PrimeCall 59000 Consulting Links, Inc. $ 13,696.00 $0 PrimeCall 59200 Village Vending Co. $ 2,136.00 $0 PrimeCall 59800 CITG Services Inc. $ 7,785.82 $0 PrimeCall 59900 Mercado, Manuel O. $ 60.00 $0 PrimeCall 61000 Vinton III, William Lewis $ 2.04 $0 PrimeCall 61100 Vinton III, William Lewis $ 3.65 $0 PrimeCall 61300 Saltzman, Clifford Alien $ 2,844.00 $0 PrimeCall 62300 Cardenas, Alfonso $ 4,707.07 $0 PrimeCall 62500 Indiana Dept. of State Revenue $ 1,870.26 $0 PrimeCall 62600 Indiana Dept. of State Revenue $ 1,743.61 $0 PrimeCall 63000 Butler, Diane M. $ 3,104.39 $0 PrimeCallExhibit K Claims Relating to the Chase Guarantee Claim and Lauder Claim That Were Settled Pursuant to the Plan
Claim No. Claimant Claim Total Debtor Against Whom Claim Is Filed
31900 Chase Manhattan Bank 179,668,436.43 PrimeCall 32000 Chase Manhattan Bank 209,973,118.05 PrimeCall 32100 Chase Manhattan Bank 270,483,385.73 PrimeCall 32200 Chase Manhattan Bank 111,788,367.34 PrimeCall 32300 Chase Manhattan Bank 99,787,600.00 PrimeCall 32400 Chase Manhattan Bank 207,116,666.67 PrimeCall 32500 Chase Manhattan Bank 180,856,423.61 PrimeCall 32600 Chase Manhattan Bank 107,046,559.03 RSL COM USA 32700 Chase Manhattan Bank 96,084,991.11 RSL COM USA 56800 Chase Manhattan Bank 99,754,266.67 PrimeCall 56900 Chase Manhattan Bank 106,387,866.36 PrimeCall 57000 Chase Manhattan Bank 95,728,228.00 PrimeCall 57100 Chase Manhattan Bank 312,158,132.00 PrimeCall 57200 Chase Manhattan Bank 209,930,534.73 PrimeCall 57300 Chase Manhattan Bank 177,376,865.14 PrimeCall 57400 Chase Manhattan Bank 205,871,019.33 PrimeCall 57500 Chase Manhattan Bank 179,492,335.53 PrimeCallExhibit L Claim Relating to the Lauder Claim That Was Settled Pursuant to the Plan
Claim No. Claimant Allowed Non- Allowed Debtor Priority Priority Against Whom Amount Amount Claim Is Filed
29600 Ronald S. Lauder and Charles A. Goldstein 104,599,473.65 PrimeCallExhibit M Administrative Claims That Shall Be Partially Allowed as Administrative Claims and the Remainder Allowed as Non-Priority Unsecured Claims
Claim Claimant Claim Total Allowed Allowed Debtor No. Administrative Unsecured Against Claim Claim Whom Claim Is Filed
5300 Duke — Weeks Realty Ltd. Partnership $57,005.82 $4,845.78 $52,160.40 PrimeCall 42700 NEWCO Development $21,488.28 $16,651.32 $4,836.96 PrimeCall