There have been a number of summary judgment motions filed in this adversary proceeding. See, e.g., Kravitz v. Samson Energy Co., LLC (In re Samson Resources Corp.), 625 B.R. 291 (Bankr. D. Del. 2020) (the "2020 Decision"); and Kravitz v. Samson Resources Corp. (In re Samson Resources Corp.), 590 B.R. 643 (Bankr. D. Del. 2018) (the "Release Opinion"). On September 16, 2015 - - nearly four years after the LBO - - SRC and related entities filed petitions under chapter 11 of the Bankruptcy Code.
II. Applicability of Paragraph 268 to Plaintiffs' Claims "An order confirming a plan of reorganization operates as a final judgment binding a debtor and its successors." Kravitz v. Samson Energy Co., LLC (In re Samson Res. Corp.), 590 B.R. 643, 649 (Bankr. D. Del. 2018). "For the purposes of enforcement, a [] judgment is to be interpreted as a contract, to which the governing rules of contract interpretation apply."
Accordingly, if the Motions amount to a request for a plan modification-as suggested by both the Allied Supermarkets and Centennial Healthcare Courts-the Motions must be denied. 11 U.S.C. § 1141(a); Kravitz v. Samson Energy Co., LLC (In re Samson Resources Corp.), 590 B.R. 643, 649 (Bankr. D. Del. 2018) (collecting cases). 11 U.S.C. § 1127(b).
Any such subjective understanding is irrelevant, however, as the plain language contained in the confirmation order (now a final, unappealable order) ultimately determines the outcome, even if some of the parties find that outcome surprising. Cf.Kravitz v. Samson Energy Co. (In re Samson Res. Corp.) , 590 B.R. 643 (Bankr. D. Del. 2018) (enforcing release provisions contained in confirmed chapter 11 plan despite a bankruptcy trustee's arguments that "it is simply inconceivable that the Plan would operate to release some or all of these defendants"). Thus far, defendants have not offered a plausible competing interpretation of the confirmation order's text that gives it clear substantive effect or explains exactly what rights were actually reserved notwithstanding anything to the contrary in the confirmation order, specifically including assumption of the CBA pursuant to that order.
Any such subjective understanding is irrelevant, however, as the plain language contained in the confirmation order (now a final, unappealable order) ultimately determines the outcome, even if some of the parties find that outcome surprising. Cf. Kravitz v. Samson Energy Co. (In re Samson Res. Corp.), 590 B.R. 643 (Bankr. D. Del. 2018) (enforcing release provisions contained in confirmed chapter 11 plan despite a bankruptcy trustee's arguments that "it is simply inconceivable that the Plan would operate to release some or all of these defendants"). Thus far, defendants have not offered a plausible competing interpretation of the confirmation order's text that gives it clear substantive effect or explains exactly what rights were actually reserved notwithstanding anything to the contrary in the confirmation order, specifically including assumption of the CBA pursuant to that order.
Nevertheless, because of the demanding standards required for such relief and the need to let parties form settled expectations around final orders, courts rarely allow post hoc recutting of an original, bankruptcy-court-approved deal.See, e.g., Kravitz v. Samson Energy Co. (In re Samson Res. Corp.), 590 B.R. 643 (Bankr. D. Del. 2018) (enforcing release provisions contained in confirmed chapter 11 plan despite a bankruptcy trustee's arguments that "it is simply inconceivable that the Plan would operate to release some or all of these defendants"); In re Lehman Bros. Holdings Inc., 445 B.R. 143 (Bankr. S.D.N.Y. 2011) (denying Rule 60(b) motions regarding the details of "the largest, most expedited and probably the most dramatic asset sale that has ever occurred in bankruptcy history"), aff'd in part and rev'd in part on other grounds, 478 B.R. 570 (S.D.N.Y. 2012), aff'd, 761 F.3d 303 (2d Cir. 2014). ANALYSIS OF THE COMPLAINT & MOTIONS TO DISMISS
Nevertheless, because of the demanding standards required for such relief and the need to let parties form settled expectations around final orders, courts rarely allow post hoc recutting of an original, bankruptcy-court-approved deal.See, e.g. , Kravitz v. Samson Energy Co. (In re Samson Res. Corp.) , 590 B.R. 643 (Bankr. D. Del. 2018) (enforcing release provisions contained in confirmed chapter 11 plan despite a bankruptcy trustee's arguments that "it is simply inconceivable that the Plan would operate to release some or all of these defendants"); In re Lehman Bros. Holdings Inc. , 445 B.R. 143 (Bankr. S.D.N.Y. 2011) (denying Rule 60(b) motions regarding the details of "the largest, most expedited and probably the most dramatic asset sale that has ever occurred in bankruptcy history"), aff'd in part and rev'd in part on other grounds , 478 B.R. 570 (S.D.N.Y. 2012), aff'd , 761 F.3d 303 (2d Cir. 2014).
The confirmation order is final and has a binding res judicata effect on all parties. See e.g., In re Samson Resources Corp., 590 B.R. 643, 649 (Bankr. D. Del. 2018) (citing cases). See also United Student Aid Funds, Inc. v. Espinosa, 559 U.S. 260 (2010) wherein the Court held that a bankruptcy court order confirming a plan providing for a discharge of student loan debt is a final judgment that is enforceable against its non-objecting student loan creditor even though the plan as confirmed was "erroneous" in the sense that it included relief that the Bankruptcy Code did not allow absent a finding of "undue hardship," which had not been made.
The confirmation order is final and has a binding res judicata effect on all parties. See e.g.,In re Samson Resources Corp., 590 B.R. 643, 649 (Bankr. D. Del. 2018) (citing cases). See alsoUnited Student Aid Funds, Inc. v. Espinosa, 559 U.S. 260, 130 S.Ct. 1367, 176 L.Ed.2d 158 (2010) wherein the Court held that a bankruptcy court order confirming a plan providing for a discharge of student loan debt is a final judgment that is enforceable against its non-objecting student loan creditor even though the plan as confirmed was "erroneous" in the sense that it included relief that the Bankruptcy Code did not allow absent a finding of "undue hardship," which had not been made.
In re A. Hirsch Realty, LLC, 583 B.R. 583 (Bankr. D. Mass. 2018); and is entitled to res judicata effect on all questions that could have been raised pertaining to the plan. In re Samson Resources Corporation, 590 B.R. 643, 66 Bankr. Ct. Dec. (CRR) 42 (Bankr. D. Del. 2018). See also In re Babilonia Santiago, 2019 WL 4621247 (Bankr.