Central Trust Company, Rochester v. Official Creditors Committee of Geiger Enterprises, Inc

• Decision Date: 11 January 1982
• Docket Number: No. 80-1565,80-1565
• Citation: 454 U.S. 354,102 S.Ct. 695,70 L.Ed.2d 542
• Parties: CENTRAL TRUST COMPANY, ROCHESTER, N. Y. v. OFFICIAL CREDITORS' COMMITTEE OF GEIGER ENTERPRISES, INC., et al
• Court: U.S. Supreme Court

454 U.S. 354

102 S.Ct. 695

70 L.Ed.2d 542

CENTRAL TRUST COMPANY, ROCHESTER, N. Y.

v OFFICIAL CREDITORS' COMMITTEE OF GEIGER ENTERPRISES, INC., et al.

No. 80-1565.

Jan. 11, 1982.

PER CURIAM.

On August 15, 1979, Geiger Enterprises, Inc. (Geiger), filed a petition in the United States District Court for the Western District of New York seeking relief under Chapter XI of the Bankruptcy Act of 1898 (formerly 11 U.S.C. § 701 et seq.) (Bankruptcy Act). Geiger continued operating its business as a debtor-in-possession, and numerous creditors filed claims, including a claim by the United States for $2,075,674.64 in unpaid taxes. Respondent Official Creditors' Committee was established by the Bankruptcy Court to represent the interests of creditors with relatively small claims.

On October 1, 1979, the Bankruptcy Reform Act of 1978, Pub.L. 95-598, 92 Stat. 2549, 11 U.S.C. § 101 et seq. (1976 ed., Supp.IV) (New Code), became effective. Thereafter, several of Geiger's wholly owned subsidiaries and affiliate corporations filed petitions for relief under Chapter 11 of the New Code. On January 9, 1980, Geiger moved to dismiss its Chapter XI petition on the representation that if dismissal were granted it too would immediately file a petition under Chapter 11 of the New Code and would seek substantive consolidation of its proceedings with the proceedings of its subsidiary and affiliate corporations.

This motion was opposed by petitioner, a secured creditor, and by the United States. Both opponents argued that such dismissal was prohibited by § 403(a) of the New Code, a transitional rule enacted by Congress to govern cases pending under the Bankruptcy Act on the effective day of the New Code. Section 403(a) provides:

"A case commenced under the Bankruptcy Act, and all matters and proceedings in or relating to any such case, shall be conducted and determined under such Act as if [the New Code] had not been enacted, and the substantive rights of parties in connection with any such bankruptcy case, matter, or proceeding shall continue to be governed by the law applicable to such case, matter, or proceeding as if the [New Code] had not been enacted." 92 Stat. 2683, note preceding 11 U.S.C. § 101 (1976 ed., Supp.IV).

The Bankruptcy Court rejected this argument and granted the motion to dismiss Geiger's Chapter XI petition, relying primarily upon Rule 11-42(a) of the Rules of Bankruptcy Procedure, which provides:

"Voluntary Dismissal or Conversion to Bankruptcy.

"The debtor may file an application or motion to dismiss the case or to convert it to bankruptcy at any time prior to confirmation or, where the court has retained jurisdiction, after confirmation. On filing of such application or motion, the court shall . . . enter an order after hearing on notice dismissing the case or adjudicating him a bankrupt whichever may be in the best interest of the estate."

The Bankruptcy Court characterized this Rule as "unique in that the purpose of dismissal is to permit refiling under compatible substantive law provisions and [to] permit substantive consolidation," and found that consolidation of Geiger's proceedings with the proceedings of its subsidiaries and affiliates would "be in the best interest of this estate." App. to Pet. for Cert. A-11. Thus, on February 8, 1980, Geiger's original petition was dismissed and Geiger immediately filed a petition for relief under Chapter 11 of the New Code.

The United States District Court for the Western District of New York reversed. It held "the plain meaning of section 403(a)" to be "that the bankruptcy court must apply the [Bankruptcy] Act to cases filed prior to October 1, 1979 and that such cases shall proceed as if the New [Code] had never been enacted." Id., at A-19.

On appeal, the District Court's decision was in turn reversed by the United States Court of Appeals for the Second Circuit. In re Geiger Enterprises, Inc., 635 F.2d 106 (1980). The Court of Appeals held "that Rule 11-42(a) must be read in conjunction with section 403(a)" to permit dismissal and refiling in certain cases, and that "[t]he operative test is whether the estate's best interest will be served by" such procedure. The Court of Appeals qualified this test by holding that dismissal and refiling would be improper if they prejudiced the claims of the creditors, and remanded the case so that the Bankruptcy Court and District Court could consider the existence of actual prejudice.

Petitioner has sought review in this Court, arguing that the decision of the Court of Appeals "conflicts with the plain meaning of § 403(a) as well as its legislative history," and "provides a procedural device by which the clear Congressional intent is easily negated." Pet. for Cert. 9. We agree.

The language of § 403(a) is unequivocal. It provides that cases filed under the Bankruptcy Act "shall be conducted and determined under such Act as if [the New Code] had not been enacted." It makes no exception for petitions to be refiled under the New Code; indeed, it expressly provides that petitions such as Geiger's "shall continue to be governed" by the Bankruptcy Act. Any exception to this mandate recognized by the Court of Appeals is of wholly judicial creation, supported by neither the language of the New Code nor its legislative history.¹ Nor does Rule 11-42(a) provide authority for the procedure. The language of the Rule clearly contemplates a voluntary dismissal which results in an adjudication of the debtor's bankruptcy or one which revests title of all property in the debtor and removes from it the protection of the bankruptcy laws. It does not contemplate a dismissal, such as the one in this case, which neither declares the debtor bankrupt nor restores the creditors' rights against the debtor's property, but simply holds matters in abeyance while the debtor files its petition under a new law.² Even if it were possible to so interpret Rule 11-42(a), the Rule would not modify the clear command of § 403(a). The Rules of Bankruptcy Procedure are applicable under the New Code only "to the extent not inconsistent with the amendments made by [the New Code]." ³ Transitional Rules § 405(d), 92 Stat. 2685. As interpreted by the Court of Appeals, Rule 11-42(a) clearly conflicts with § 403(a).

Thus, the Court of Appeals erred when it "amended" § 403(a) to permit refiling under the New Code if such refiling would not actually prejudice the creditors. That the Court of Appeals thought consolidation of Geiger's petition with those of its subsidiaries and affiliates would serve the best interests of the estate, or would conserve judicial resources, does not justify its disregard of a clear congressional directive. "It is elementary that the meaning of a statute must, in the first instance, be sought in the language in which the act is framed, and if that is plain, and if the law is within the constitutional authority of the law-making body which passed it the sole function of the courts is to enforce it according to its terms." Caminetti v. United States, 242 U.S. 470, 485, 37 S.Ct. 192, 194, 61 L.Ed. 442 (1917). While the Court of Appeals may have reached a practical result, it was a result inconsistent with the unambiguous language used by Congress. Accordingly, the petition for a writ of certiorari is granted, and the judgment is reversed.

It is so ordered.

Justice STEVENS, with whom Justice MARSHALL joins, dissenting.

If a bankruptcy judge, with the consent of all parties to a proceeding commenced prior to October 1, 1979, correctly concluded that the best interest of the estate and all its creditors and the judiciary would be served by permitting the voluntary dismissal of that proceeding and the immediate commencement of a new proceeding under the New Code, would that action be prohibited by § 403(a) of the Bankruptcy Reform Act of 1978, Pub.L. 95-598, 92 Stat. 2683, note preceding 11 U.S.C. § 101 (1976 ed., Supp.IV)? I think not. Although two creditors objected to the dismissal in this case, the Court today leaves no doubt about its answer to this question. Despite its recognition that "the Court of Appeals may have reached a practical result," ante, at this page, and that "consolidation of Geiger's petition with those of its subsidiaries and affiliates would serve the best interests of the estate [and] would conserve judicial resources," ante, at 359, the Court holds that Congress expressly forbade such a result when it enacted § 403(a).

It seems most unlikely that Congress would have commanded the result the Court reaches today if it had contemplated the set of facts confronting the Bankruptcy Court in this case. The purpose of the New Code was to modernize the bankruptcy laws and to make the system more workable and efficient. H.R.Rep.No.95-595, pp. 3, 52 (1977). Per- mitting Geiger to dismiss its petition under the Bankruptcy Act and to file a petition under the New Code, thereby facilitating consolidation of its petition with the petitions of its numerous affiliates and subsidiaries, is perfectly consistent with the spirit of both bankruptcy statutes.

Moreover, I believe that the Court of Appeals' holding is faithful to the language of § 403(a). That provision contains two commands relating to proceedings commenced prior to the effective date of the New Code; one command is procedural and the other is substantive. The procedural command requires that proceedings commenced prior to October 1, 1979, be conducted under the Bankruptcy Act.¹ The substantive command requires that the rights of the parties in such proceedings continue to be governed by that statute.²

The procedural command was followed in this case. The original petition was filed on August 15, 1979, and was dismissed pursuant to Rule 11-42(a) of the Rules applicable to cases commenced under the Bankruptcy Act. That Rule expressly authorizes a voluntary dismissal based upon a finding that such action is "in the best interest of the estate." ³ As the Court of...