Selma Foundry and Supply Co., Inc. v. Peoples Bank and Trust Co.

• Decision Date: 24 April 1992
• Citation: 598 So.2d 844
• Court: Alabama Supreme Court
• Parties: SELMA FOUNDRY AND SUPPLY COMPANY, INC., et al. v. The PEOPLES BANK AND TRUST COMPANY, et al. 1901326.

Page 844

598 So.2d 844

SELMA FOUNDRY AND SUPPLY COMPANY, INC., et al. v. The PEOPLES BANK AND TRUST COMPANY, et al.

1901326.

Supreme Court of Alabama.

April 24, 1992.

James T. Sasser, Gadsden, for appellants.

Mike Brock and F. Chadwick Morriss of Rushton, Stakely, Johnston & Garrett, P.A., Montgomery, for appellees.

ALMON, Justice.

Selma Foundry and Supply Company, Inc. ("Selma Foundry"), Cecil Hinds, and Glenda Hinds appeal from the dismissal of their action alleging fraud, interference with business relations, conversion, trespass, commercially unreasonable disposition of collateral, and other causes of action against The Peoples Bank and Trust Company and two of its officers. Cecil Hinds is the president and the sole shareholder of Selma Foundry. Glenda Hinds is Selma Foundry's secretary. The circuit court based the dismissal on the doctrines of judicial estoppel and res judicata. This appeal also involves the circuit court's determination that Cecil Hinds and Glenda Hinds lacked standing to maintain an action based on their allegation that Peoples Bank had wrongfully foreclosed its lien on their personal residence. Resolution of this appeal depends on the effect of Selma Foundry's failure to list its potential claim against Peoples Bank in the original disclosure statement filed as a part of a previous bankruptcy proceeding. We will also address the circuit court's dismissal of the Hindses' personal actions.

In March 1988, Selma Foundry filed Chapter 11 bankruptcy proceedings. Peoples Bank was one of Selma Foundry's creditors and had previously repossessed most of Selma Foundry's business equipment and inventory. As part of the bankruptcy proceedings, Selma Foundry sought the court's order requiring Peoples Bank to return Selma Foundry's inventory and business facilities.

After a hearing, the bankruptcy court denied this "motion for turnover." 11 U.S.C. § 542. The bankruptcy court stated its reasons:

"It appearing to the Court that The Peoples Bank and Trust Company holds a perfected security interest in the accounts receivable of the Debtor resulting from the sale of inventory which accounts were heretofore repossessed from the Debtor by The Peoples Bank and Trust Company on or about March 8, 1988, prior to the filing of this petition; and,

"It further appearing that there is no equity in said property for the benefit of the estate of the creditors thereof, and that the amount due and owing on said property exceeds the value thereof.

"It further appearing that the Debtor, as admitted by its principal officer and shareholder, is unable to continue its business as a going concern, nor can adequate protection be given to The Peoples Bank and Trust Company to replace the protection afforded by possession of the aforesaid accounts receivable."

The bankruptcy proceedings continued and, as required by § 521 of the Bankruptcy Code, Selma Foundry filed a disclosure statement and a plan of reorganization. These documents were filed on October 10, 1988, and, although these documents listed an action against a competitor as an asset, they failed to mention any potential or contemplated action against Peoples Bank. On January 19, 1989, Selma Foundry and the Hindses filed the present action against Peoples Bank. Six days later, on January 25, 1989, Selma Foundry amended its disclosure statement in the bankruptcy proceedings to include information relating to the actions against Peoples Bank. Peoples Bank objected, arguing that the action was "without merit and unfounded" and "asserted ... as a mere delay and hindrance." Over this objection, the bankruptcy court reviewed the amended disclosure statement, determined that it contained adequate information, and approved it on February 3, 1989. Alleging the bankruptcy court's jurisdiction under 28 U.S.C. § 1334 and the relation between the bankruptcy proceedings and the present action, Peoples Bank removed the present action to the bankruptcy court on February 20, 1989. Selma Foundry's reorganization plan was never approved and the bankruptcy proceedings were converted from Chapter 11 (reorganization) to Chapter 7 (liquidation) on April 13, 1989. On April 17, 1990, the bankruptcy court remanded the present action to the circuit court.

In the circuit court, the Bank moved for dismissal of this action. Relying on the doctrine of judicial estoppel, as found in Oneida Motor Freight, Inc. v. United Jersey Bank, 848 F.2d 414 (3d Cir.1988), cert. denied, 488 U.S. 967, 109 S.Ct. 495, 102 L.Ed.2d 532 (1988), and on the doctrine of res judicata, as found in Southmark Properties v. Charles House Corp., 742 F.2d 862 (5th Cir.1984), the circuit court dismissed Selma Foundry's action. The circuit court also held that the Hindses did not have standing to maintain actions based on injuries allegedly inflicted on Selma Foundry and dismissed the Hindses' claims. After denial of the plaintiffs' motion to reconsider, the plaintiffs appealed to this Court.

As the United States Court of Appeals for the Third Circuit recognized, the doctrine of judicial estoppel "applies to preclude a party from assuming a position in a legal proceeding inconsistent with one previously asserted. Judicial estoppel looks to the connection between the litigant and the judicial system while equitable estoppel focuses on the relationship between the parties to the prior litigation." Oneida, 848 F.2d at 419. See also Bracy v. Scott, 589 So.2d 145 (Ala.1991). In Oneida, the debtor instituted bankruptcy proceedings and failed to disclose any claim against United Jersey Bank ("United"). After 13 months, the bankruptcy proceedings were concluded. No mention of Oneida's claim against United was made in Oneida's plan of reorganization or in the bankruptcy court's order confirming that plan. Seven months later, Oneida filed its action against United. The action was based on United's alleged breach of the implied covenant of good faith, fraud, misrepresentation, and other similar wrongful acts.

After the district court dismissed Oneida's action, the court of appeals affirmed, stating:

"The importance of full disclosure is underlaid by the reliance placed upon the disclosure statement by the creditors and the court. Given this reliance, we cannot overemphasize the debtor's obligation to provide sufficient data to satisfy the Code standard of 'adequate information.'

"From the legislative history of [11 U.S.C.] § 1125 we discern that adequate information will be determined by the facts and circumstances of each case. H.R.Rep. No. 595, 97th Cong., 2nd Sess. 266 (1977), U.S.Code Cong. & Admin.News 1978, pp. 5787, 6225. It has been specifically held that a debtor must disclose any litigation likely to arise in a non-bankruptcy contest. Monroe County Oil Company v. Amoco Oil Co., 75 B.R. 158 (S.D.Ind.1987). The result of a failure to disclose such claims triggers application of the doctrine of equitable estoppel, operating against a subsequent attempt to prosecute the actions. In re Galerie Des Monnaies of Geneva Ltd., 55 B.R. 253 (Bankr.S.D.N.Y.1985), aff'd, 62 B.R. 224 (Bankr.S.D.N.Y.1986).

"A strong interest to achieve finality pervades Chapter 11 arrangements. Bohack Corp. v. Iowa Beef Processors, Inc., 715 F.2d 703 (2d Cir.1983). This goal of finality was supported by the Supreme Court in Stoll v. Gottlieb, 305 U.S. 165, 59 S.Ct. 134, 83 L.Ed. 104 (1938), holding that confirmation of a plan acts to bar attempts by the parties to relitigate any of the matters that could have been raised during the bankruptcy proceedings. 5 Collier on Bankruptcy p 1141.01 (15th ed. 1988). See also, In re Penn Central Transportation Co., 771 F.2d 762 (3rd Cir.1985), cert. denied, 474 U.S. 1033, 106 S.Ct. 596, 88 L.Ed.2d 576 (1985)."

Oneida Motor Freight, 848 F.2d at 417 (emphasis added). The Oneida court supported the dismissal with a discussion of Oneida's numerous opportunities during the bankruptcy proceedings to raise the claim.

Even though Oneida is factually similar, this Court notes several facts that prevent the application of the judicial estoppel doctrine to the present case. Unlike Oneida, Selma Foundry expressly listed its claim against Peoples Bank in its amended disclosure statement. Selma Foundry filed the amended disclosure statement just over three months after its original statement, and there is no indication that the bankruptcy court or People's Bank took any action based on the original disclosure statement. The bankruptcy court approved the amended disclosure statement, over the objections of Peoples Bank. Further, the bankruptcy court never approved a plan of reorganization for Selma Foundry and the bankruptcy proceedings were converted from reorganization proceedings to liquidation proceedings. Finally, the bankruptcy court itself remanded this action to the State court for further proceedings, in spite of the fact that Peoples Bank had filed a motion to dismiss. For these reasons, Oneida and the doctrine of judicial estoppel do not require dismissal of Selma Foundry's claims.

The circuit court and Peoples Bank also listed the doctrine of res judicata as an independent basis for dismissal of Selma Foundry's claims. According to this argument, res judicata bars Selma Foundry's present claims because Selma Foundry failed to raise them during the "adversary hearing" on Selma Foundry's "motion for turnover." In support of this argument, Peoples Bank cites Southmark Properties v. Charles House Corp., 742 F.2d 862 (5th Cir.1984).

This Court has stated the doctrine of res judicata as follows:

"The elements of res judicata, or claim preclusion, are (1) a prior judgment on the merits, (2) rendered by a court of competent jurisdiction, (3) with substantial identity of the parties, and (4) with the same cause of action presented in both suits. Hughes v. Allenstein, 514 So.2d 858, 860 (Ala.1987). If those four elements are present, any claim that was or could have been adjudicated in the prior action is...