Maxus Liquidating Trust v. YPF S.A. (In re Maxus Energy Corp.)
Decision Date | 22 June 2022 |
Docket Number | Case No. 16-11501 (CSS) Jointly Administered,Adv. Pro. No.: 18-50489 (CSS) |
Citation | 641 B.R. 467 |
Parties | IN RE: MAXUS ENERGY CORPORATION, et al., Debtors. Maxus Liquidating Trust, Plaintiff, v. YPF S.A., YPF International S.A., YPF Holdings, Inc., CLH Holdings, Inc., Repsol, S.A., Repsol Exploratión, S.A, Repsol E&P USA, Inc., Repsol Offshore E&P USA, Inc., Repsol E&P T&T Limited and Repsol Services Company, Defendants. |
Court | U.S. Bankruptcy Court — District of Delaware |
FARNAN LLP, Brian E Farnan, Michael J. Farnan, 919 North Market Street,
12th Floor, Wilmington, DE 19801 -and- WHITE & CASE LLP, J. Christopher Shore, 1221 Avenue of the Americas, New York, New York 10020, Counsel for the Liquidating Trust
John J. Kuster, SIDLEY AUSTIN LLP, 787 Seventh Avenue, New York, New York 10019 -and- Matthew McGuire, LANDIS RATH & COBB LLP, 919 N. Market Street, Suite 1800, Wilmington, Delaware 19801 -and- Jeffrey A. Rosenthal, CLEARY GOTTLIEB STEEN & HAMILTON LLP, One Liberty Plaza, New York, NY 10006, Counsel for YPF S.A., YPF International S.A., YPF Holdings, Inc. and CLH Holdings, Inc.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP, Robert J. Dehney, Curtis S. Miller, 1201 North Market Street, Wilmington, Delaware 19899 -and- WEIL, GOTSHAL & MANGES LLP, Corey D. Berman, 1395 Brickell Avenue, Suite 1200, Miami, Florida 33131, Counsel for Defendants Repsol, S.A., Repsol Exploración S.A., Repsol USA Holdings Corp., Repsol E&P USA, Inc., Repsol Offshore E&P USA, Inc., Repsol E&P T&T Limited and Repsol Services Company
Related Adv. D.I. 621, 637 and 645
A. Standard of Review...496
Defendants’ Cross Motions for Summary Judgment...526
The Maxus Liquidating Trust (the "Trust" or the "Plaintiff"), which is the successor in interest to Maxus Energy Corporation filed a 23-count complaint against YPF S.A. and numerous of its affiliates and Repsol, S.A. and numerous of its affiliates.1
Before the Court are three motions (i) Plaintiff's Motion for Partial Summary Judgment on Counts I, IV, VI, VIII, X, XII, and XIV2 of the Complaint and Related Affirmative Defenses3 and the responsive documents thereto;4 (ii) YPF Defendants’ Cross Motion for Summary Judgment5 and the responsive documents thereto;6 and (iii) Repsol Defendants’ Motion for Summary Judgment7 and the responsive documents thereto8 (collectively, the "Motions"). The Court heard oral argument on the Motions on June 13, 2022.9
The Trust's Motion seeks partial summary judgment on three issues: (i) the measure of damages (not liability) with regard to the Trust's alter ego claims; (ii) certain elements of the Trust's actual fraudulent transfer claims, i.e., the transfers each involved "transfers" of "interests" of the "Debtors" in "property," as well as certain badges of fraud; and (iii) Defendants’ affirmative and other defenses. As set forth below, the Court finds that it is premature to rule on the damages portion of the alter ego claim, there are genuine issues of material fact as to whether the transfers were "property" of the "Debtors" and as to various badges of fraud; and the Trust has not established an absence of material disputed facts regarding Defendants’ affirmative and other defenses.
YPF's Motion reads like an opposition because many arguments are made in defense to the issues raised by the Trust's Motion.10 The issues YPF seeks partial summary judgment on are: (i) the applicability of the collapsing doctrine; (ii) statute of limitations for constructive fraudulent transfer claims; (iii) the legitimate supervening purpose test for actual fraudulent transfer claims; and (iv) the damages portion of the Trust's alter ego claim. As set forth below, YPF's Motion will be granted, in part, and denied, in part. More specifically, the Court will grant YPF partial summary judgment on the causation theory of damages. The Court will deny summary judgment on the remainder of YPF's Motion because the Court finds that there are material disputes of fact that prevent summary judgment on the remainder of issues raised by YPF.
Repsol seeks summary judgment on the following: (i) that the alter ego claim against Repsol is legally meritless; (ii) that the Plaintiff cannot rely on the collapsing doctrine to extend the statute of limitations for its Fraudulent Transfer claims; (iii) that the Plaintiff's claims for fraudulent transfer fail as a matter of law; and (iv) that the Plaintiff's unjust enrichment and civil conspiracy claims also fail. As set forth below, the Court finds that there are material disputes of fact that prevent summary judgment on any issue raised by Repsol.
This Court has jurisdiction over this matter, pursuant to 28 U.S.C. § 1334. Venue is proper in this District, pursuant to 28 U.S.C. §§ 1408 and 1409.
Plaintiff, the Trust, was created on July 14, 2017 (the "Effective Date"), upon consummation of the Amended Plan (defined within). At that time, the Trust succeeded to ownership of all of the assets, including claims and causes of action, of Maxus Energy Corporation ("Maxus"), Tierra Solutions, Inc. ("Tierra"), Maxus International Energy Corporation ("MIEC"), Maxus (U.S.) Exploration Company ("MUSE"), and Gateway Coal Company ("Gateway") (collectively, the "Debtors"). Defendant YPF S.A. ("YPF") is an oil and gas company formed under the laws of Argentina and is the sole shareholder of subsidiaries YPF International, S.A. ("YPFI"), YPF Holdings, Inc. ("YPFH"), and CLH Holdings, Inc. ("CLHH") (together with YPF the "YPF Defendants" or "YPF"). Defendant Repsol, S.A. ("Repsol") is an oil and gas company formed under the laws of Spain and is the sole shareholder of subsidiaries Repsol Exploración, S.A., Repsol USA Holdings Corp., Repsol E&P USA, Inc., Repsol Offshore E&P USA, Inc., Repsol E&P T&T Limited, and ...
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