In re Allentown Ambassadors, Inc., Bankruptcy No. 04-22368ELF.
Decision Date | 05 February 2007 |
Docket Number | Adversary No. 04-2390.,Bankruptcy No. 04-22368ELF. |
Citation | 361 B.R. 422 |
Parties | In re ALLENTOWN AMBASSADORS, INC., Debtor. Allentown Ambassadors, Inc., Plaintiff, v. Northeast American Baseball, LLC, et al., Defendants. |
Court | U.S. Bankruptcy Court — Eastern District of Pennsylvania |
David F. Dunn, David Dunn Law Offices PC, Allentown, PA, for Debtor. "
Steven J. Adams, Stevens & Lee, Reading, PA, for defendants.
This adversary proceeding arises in the chapter 11 bankruptcy case of a corporation that previously operated a minor league baseball team. The plaintiff is the Allentown Ambassadors, Inc. ("the Debtor"). Presently, the remaining defendants in the proceeding are the teams which were members of the now dissolved baseball league ("the Team Members"), the league's Commissioner, Miles Wolff ("Defendant Wolff'), and the league itself. The league was in the business form of a limited liability company ("LLC") and was called the North American Baseball, LLC ("the NAB, LLC").
The Debtor's primary claim is that the Team Members. "exercise[d] control over property of the estate" in violation of 11 U.S.C. § 362(a)(3) when they dissolved the NAB, LLC and formed a new baseball league without including the Debtor, approximately six (6) months after the commencement of this bankruptcy case. The Debtor's other claim is that Defendant Wolff breached his fiduciary duty to the Debtor in his actions as a manager of the NAB, LLC.
The Defendants have filed a Motion to Dismiss the Debtor's Second Amended Complaint ("the Motion"). This is the fourth motion to dismiss filed by the Defendants since the initiation of this adversary proceeding on September 20, 2004.
In this latest Motion, the parties have supplemented the record with excerpts from a transcript of a hearing conducted in the main bankruptcy case, a deposition transcript, an affidavit from a party and certain documents.1 Pursuant to Fed.R.Civ.P. 12(b)(6), I will treat the Motion as a motion for summary judgment under the Fed.R.Civ.P. 56.2
To decide the Motion, I must engage in an elaborate analysis of the interrelationship of several provisions of the Bankruptcy Code and applicable state law. Among the provisions I must consider are 11 U.S.C. §§ 362(a)(3), 365(c), 365(e), 365(f) and the North Carolina Limited Liability Company Act, N.C.G.S.A. §§ 57C-1-01 et seq. ("the NCLLCA").
As explained below, I conclude that:
1. The present record is inadequate to permit a determination whether the provision of the NAB, LLC Operating Agreement which purported to terminate the Debtor's status as a member of the LLC upon its bankruptcy filing is enforceable under 11 U.S.C. § 365(e).
2. Because the record does not permit a determination that the Debtor's membership in the NAB, LLC terminated upon its bankruptcy filing and the Defendants do not dispute that the Debtor retained its "economic rights" in the NAB, LLC after its bankruptcy filing, the Defendants are not entitled to summary judgment on the Debtor's claim that the Defendants violated 11 U.S.C. § 362(a)(3).3
3 Defendant Wolff owed a fiduciary duty to individual members of the NAB, LLC, such as the Debtor and therefore, the Defendants are not entitled to summary judgment on Count II of the Second Amended Complaint.
Based on these conclusions, I will deny the Motion in its entirety.
The standards for evaluating a motion for summary judgment under Fed.R.Civ.P. 564 are well established and have been stated in numerous written opinions in this district. E.g., In re Klayman, 333 B.R. 695 (Bankr.E.D.Pa.2005); In re Lacheen, 2005 WL 1155257 (Bankr.E.D.Pa. April 28, 2005) (Sigmund, Ch. J.); In re Lewis, 290 B.R. 541 (Bankr.E.D.Pa.2003) (per Carey, J.); In re Newman, 304 B.R. 188 (Bankr. E.D.Pa.2002) (per Fox, Ch. J.).
Pursuant to Rule 56, summary judgment should be granted when the "pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue a§ to any material fact and that the moving party is entitled to a judgment as a matter of law." Before a motion for summary judgment may be granted, the court must find that the motion alleges facts which, if proven at trial, would require a directed verdict in favor of the movant. See Fitzpatrick v. City of Atlanta, 2 F.3d 1112, 1115 (11th Cir.1993). If the movant meets this initial burden, the responding party may not rest on his pleadings, but must designate specific factual averments through the use of affidavits or other permissible evidentiary material that demonstrate a triable factual dispute.5 Celotex Corp. v. Catrett, 477 U.S. 317, 324, 106 S.Ct. 2548, 2553, 91 L.Ed.2d 265 (1986); Anderson v. Liberty Lobby, Inc., 477 U.S. at 247-50, 106 S.Ct. at 2510-11. Such evidence must be sufficient to support a jury's factual determination in favor of the nonmoving party. Id. Evidence that merely raises some metaphysical doubt regarding the validity of a material facts is insufficient. Matsushita Electric Industrial Co. v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S.Ct. 1348, 1356, 89 L.Ed.2d 538 (1986). If the party opposing the motion believes that summary judgment is premature, Rule 56(f) requires the party to present by affidavit the reasons why the party is presently unable to submit evidence in opposition to the motion. Celotex, 477 U.S. at 326, 106 S.Ct. at 2554.
In its consideration of the evidence submitted in support of and opposition to a motion for summary judgment, the court's role is not to weigh the evidence but only to determine whether there is a disputed, material fact for determination at trial. Anderson v. Liberty Lobby, Inc., 477 U.S. at 247-50, 106 S.Ct. at 2510-11 (1986). All reasonable inferences must be drawn in favor of the nonmoving party and against ...
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