Christine Falls of N.Y., Inc. v. Algonquin Power Corp. (In re Franklin Indus. Complex, Inc.)
| Decision Date | 12 November 2015 |
| Docket Number | Main Case No. 01–67457 Jointly Administered,Adv. Pro. No.: 02–80005, Case No. 01–67458,Case No. 01–67459 |
| Parties | In re: Franklin Industrial Complex, Inc., Debtor. In re: Christine Falls of New York, Inc., Debtor. In re: Trafalgar Power, Inc., Debtor. Marina Development, Inc., Trafalgar Power, Inc., Christine Falls of New York, Inc., Franklin Industrial Complex, Inc., and Pine Run of Virginia, Inc., Plaintiffs, v. Algonquin Power Corporation, Inc., Algonquin Power Systems, Inc., Algonquin Power Fund (Canada), Inc., Algonquin Power Income Fund, Algonquin Power Systems New Hampshire, Inc., Algonquin Power (U.S. Holdings), Inc., Aetna Life Insurance Company, CIT Credit Group, Inc.f/k/a Newcourt Credit Group, Inc. and Canadian Income Partners 1 Limited Partnership, Defendants. Marina Development, Inc., Trafalgar Power, Inc., Christine Falls of New York, Inc., Franklin Industrial Complex, Inc., and Pine Run of Virginia, Inc., Plaintiffs, v. Algonquin Power Corporation, Inc., Algonquin Power Systems, Inc., Algonquin Power Fund (Canada), Inc., Algonquin Power Income Fund, Algonquin Power Systems New Hampshire, Inc., Algonquin Power (U.S. Holdings), Inc., Aetna Life Insurance Company, CIT Credit Group, Inc.f/k/a Newcourt Credit Group, Inc. and Canadian Income Partners 1 Limited Partnership, Defendants. |
| Court | United States Bankruptcy Courts. Second Circuit. U.S. Bankruptcy Court — Northern District of New York |
WENDY A. KINSELLA, ESQ., DAVID M. CAPRIOTTI, ESQ., HARRIS BEACH PLLC, Attorneys for Debtors, 333 West Washington Street, Suite 200, Syracuse, New York 13202
ROBERT K. WEILER, ESQ., BOUSQUET HOLSTEIN PLLC, Attorneys for Marina Development, Inc., One Lincoln Center, Suite 900, 110 West Fayette Street, Syracuse, New York 13202
JEFFREY A. DOVE, ESQ., MENTER, RUDIN & TRIVELPIECE, P.C., Attorneys for the Algonquin Entities, 308 Maltbie Street, Suite 200, Syracuse, New York 13204-1498
MEMORANDUM–DECISION AND ORDER
This Memorandum–Decision and Order results from the undersigned's first foray into sixteen-year-old litigation beginning in 1999 between the parties and unrelated third parties involving several consolidated actions spanning multiple forums. The complex history of this epic battle between the parties has been painstakingly documented in prior decisions of this Court issued by the undersigned's predecessor1and in prior decisions issued by the United States District Court for the Northern District of New York (the “District Court”) and the Second Circuit Court of Appeals (the “Second Circuit”). See Algonquin Power Income Fund, Inc. v. Christine Falls of New York, Inc.,No. 6:07–CV–1258, 2013 U.S. Dist. LEXIS 89341 (N.D.N.Y. June 26, 2013); Trafalgar Power, Inc. v. Aetna Life Ins. Co.,No. 5:99–CV–1238, 2012 WL 1119533, 2012 U.S. Dist. LEXIS 46945 (N.D.N.Y. Apr. 3, 2012), aff'd sub nom.Trafalgar Power, Inc. v. Algonquin Power Corp.,515 Fed.Appx. 57 (2d Cir.2013); Algonquin Power Income Fund, Inc. v. Christine Falls of New York, Inc.,No. 6:09–CV–226, 2009 WL 4884470, 2009 U.S. Dist. LEXIS 115854 (N.D.N.Y. Dec. 10, 2009); Trafalgar Power, Inc. v. Aetna Life Ins. Co.,396 B.R. 584 (N.D.N.Y.2008), aff'd in part, vacated & remanded in part sub nomChristine Falls Corp. v. Algonquin Power Fund, Inc.,401 Fed.Appx. 584 (2d Cir.2010); Trafalgar Power, Inc. v. Aetna Life Ins. Co.,427 F.Supp.2d 202 (N.D.N.Y.2006), aff'd in part, vacated & remanded in part sub nomChristine Falls Corp. v. Algonquin Power Fund, Inc.,401 Fed.Appx. 584; Christine Falls of New York, Inc. v. Algonquin Power Corp., Inc. (In re Franklin Indus. Complex, Inc.),377 B.R. 32 (Bankr.N.D.N.Y.2007), aff'd,396 B.R. 106, vacated and remanded,362 Fed.Appx. 151 (2d Cir.2010), aff'd,466 B.R. 175 (N.D.N.Y.2011), rev'd and ,509 Fed.Appx. 82 (2d Cir.2013), cert. denied,––– U.S. ––––, 134 S.Ct. 684, 187 L.Ed.2d 577 (2013); Trafalgar Power, Inc. v. Algonquin Power Corp., Inc.,Ch. 11 Case No. 01–67451, Adv. No. 02–80005, slip. op. (Bankr.N.D.N.Y. June 20, 2003), Report and Recommendation adopted by Order (N.D.N.Y. Oct. 24, 2003). Since the undersigned inherited this case in 2009, the litigation has been the subject of multiple decisions and appeals and has generated millions of dollars in attorneys' fees. After years of extensive, protracted litigation in the higher courts that required bankruptcy matters to be held in abeyance until the conclusion of such litigation, Trafalgar Power, Inc. (“Trafalgar Power”), Christine Falls of New York, Inc. (“Christine Falls”) (collectively, “Trafalgar” or “Debtors”), and Marina Development, Inc. (“Marina”)2,3and the Algonquin entities comprised of Algonquin Power Corporation, Inc. (“APC”), Algonquin Power Systems, Inc. (“APS”), Algonquin Power Fund (Canada), Inc. (“APF”), Algonquin Power Income Fund (“APIF”),4Algonquin Power Systems New Hampshire, Inc. (“APSNH”), and Algonquin Power (U.S.) Holdings, Inc. (“APH”) (collectively, “Algonquin”) now employ the procedural weapon of summary judgment in their respective attempts to ultimately dispense with Algonquin's bankruptcy claims in Debtors' jointly administered bankruptcy cases and Debtors' and Marina's remaining causes of action against Algonquin in their adversary proceedings before this Court.5
Specifically, Debtors seek partial summary judgment pursuant to Federal Rule of Civil Procedure (“Civil Rule”) 56, as incorporated into Federal Rule of Bankruptcy Procedure (“Bankruptcy Rule”) 7056and applied to contested matters by Bankruptcy Rule 9014(c), granting in part their Objection to the Allowance of Certain Claims Pursuant to 11 U.S.C. § 502and Civil Rule 3007 filed on January 20, 2009 (the “Claim Objection,” ECF No. 546), wherein Debtors seek assorted relief including, but not limited to, recoupment against Claim Numbers 5 and 7 filed by APIF in the Trafalgar Power bankruptcy case and the Christine Falls bankruptcy case, respectively, in the principal amount of $18,821,496.00, plus interest, costs, expenses, and attorneys' fees (the “Algonquin Claims”).6Algonquin seeks summary judgment pursuant to Civil Rule 56, as incorporated into Bankruptcy Rule 7056, dismissing Debtors' and Marina's remaining causes of action against it in their adversary proceedings to recover allegedly fraudulent transfers pursuant to “§§ 544 and 548 and to equitably subordinate the Algonquin Claims pursuant to § 510(c)(1) as set forth in their initial Adversary Complaints filed on August 29, 2001 (the “Adversary Complaint,” ECF Adv. No. 1).
The summary judgment record is voluminous and includes the following, together with countless exhibits: Debtors' Claim Objection and separately documented exhibits (ECF Nos. 546, 548, 550, 551, and 552); Algonquin's Response to the Claim Objection filed on February 19, 2009 (ECF No. 564); Marina's joinder in the Claim Objection filed on February 19, 2009 (ECF No. 565); Debtors' Memorandum in Further Support of the Claim Objection filed on February 23, 2009 (ECF No. 567); Debtors' Supplemental Objection filed on September 14, 2009 (ECF No. 629); Debtors' Joint Motion for Partial Summary Judgment on the Claim Objection and Statement of Undisputed Material Facts filed on September 5, 2013, (“Debtors' Partial Summary Judgment Motion,” ECF No. 1082); Debtors' Affirmation in Support of their Partial Summary Judgment Motion filed on the same date (ECF No. 1083); Debtors' Memorandum of Law in Support of their Partial Summary Judgment Motion filed on the same date (ECF No. 1084); Marina's Response and Joinder in Debtors' Partial Summary Judgment Motion filed on behalf of itself and Ridgewood Heights, Inc., Stever Properties, LLC, and Trafalgar Properties, LLC on September 18, 2013 (ECF No. 1096); Algonquin's Affirmation, Response, and Memorandum of Law in Opposition to Debtors' Partial Summary Judgment Motion filed on September 19, 2013 (ECF Nos. 1106, 1107, and 1108, respectively); Debtors' Preliminary Reply Memorandum and Declaration of Kelly C. Griffith, Esq. in Further Support of their Partial Summary Judgment Motion (the “Griffith Declaration”) filed on September 27, 2013 (ECF Nos. 1115 and 1116, respectively); Algonquin's Supplemental Memorandum of Law in Opposition to Debtors' Partial Summary Judgment Motion filed on October 18, 2013 (ECF No. 1133); the pleadings in Debtors' and Marina's adversary proceedings; Algonquin's Motion for Summary Judgment filed on September 5, 2013 (ECF Adv. No. 127); Algonquin's Statement of Material Facts not in Dispute (Ex. G to Algonquin's Motion for Summary Judgment, ECF Adv. No. 127); Debtors' and Marina's Joint Memorandum in Opposition to Algonquin's Motion for Summary Judgment filed on September 19, 2013 (ECF Adv. No. 131); Debtors and Marina's Supplemental Memorandum of Law in Further Support of Debtors' Partial Summary Judgment Motion and in Opposition to Algonquin's Motion for Summary Judgment filed on October 18, 2013 (ECF No. 1134; ECF Adv. No. 136); Algonquin's Supplemental Memorandum of Law in Support of its Motion for Summary Judgment filed on October 18, 2013 (ECF Adv. No. 135); Debtors' letter brief filed on October 23, 2013 (ECF Adv. No. 137); and Marina's letter of joinder to Debtors' letter brief filed on October 24, 2013 (ECF Adv. No. 139) (collectively, the “Summary Judgment Record”). Based upon and after full consideration of the Summary Judgment Record, the parties' decisional history rendered by the higher courts, authorities submitted by the parties, and oral argument heard on October 1, 2013, the Court now makes the following findings of fact and conclusions of law pursuant to Bankruptcy Rule 7056.7
The Court has jurisdiction over the parties and subject matter of this contested matter and adversary proceedings pursuant to 28 U.S.C. §§ 1334(a)–(b), 157(a)–(b)(2), (b)(2)(B), (H), and (O). Algonquin argues, however, even at this late hour that the Court lacks final adjudicative authority with respect to the Claim Objection. (Algonquin's Mem. of Law in Opp'n to Mot. for Partial Summ. J. on Debtors' Claims ...
To continue reading
Request your trial
-
Advanced Contracting Solutions, LLC v. Lathers (In re Advanced Contracting Solutions, LLC)
...by a plain reading of its text and a survey of the underlying facts and "transactions" relied upon. See In re Franklin Indus. Complex, Inc. , 541 B.R. 14, 42 (Bankr. N.D.N.Y. 2015) ("Whether or not the first judgment will have preclusive effect depends in part on whether the same transactio......
-
In re McCaffrey
...re Teltronics Servs., Inc., 762 F.2d 185, 190 (2d Cir. 1985)). "Its purpose is to foster judicial economy and prevent piecemeal litigation." Id. (citing Reade, Inc. v. St. Paul Fire & Marine Ins. Co., 600 F.3d 190, 200 (2d Cir. 2010). Res judicata is meant to: "(1) promote judicial economy ......