Stat-Tech Intern. Corp., In re, STAT-TECH

• Decision Date: 13 February 1995
• Docket Number: STAT-TECH,No. 93-1476,93-1476
• Citation: 47 F.3d 1054
• Parties: , Bankr. L. Rep. P 76,382 In reINTERNATIONAL CORPORATION, a Colorado corporation, Debtor. INTERNATIONAL CORPORATION, a Colorado corporation, Appellant, v. James DELUTES, Melda Caraway, James Ball, Bruce Ray, and Jack Zales, Appellees.
• Court: U.S. Court of Appeals — Tenth Circuit

Page 1054

47 F.3d 1054

26 Bankr.Ct.Dec. 854, Bankr. L. Rep. P 76,382

In re STAT-TECH INTERNATIONAL CORPORATION, a Colorado

corporation, Debtor.

STAT-TECH INTERNATIONAL CORPORATION, a Colorado corporation, Appellant, v. James DELUTES, Melda Caraway, James Ball, Bruce Ray, and Jack Zales, Appellees.

No. 93-1476.

United States Court of Appeals, Tenth Circuit.

Feb. 13, 1995.

Brian P. Leitch, Tim Atkeson with him on the brief of Arnold & Porter, Denver, CO, for appellant.

Fred Y. Boyer of Boyer & Danielson, and Robert W. Snively, Boulder, CO, for appellees.

Before BRORBY, McWILLIAMS and EBEL, Circuit Judges.

BRORBY, Circuit Judge.

Debtor, Stat-Tech International, a Colorado corporation, petitioned the bankruptcy court for a determination that state court claims by Debtor's investors against the controlling shareholders were property of the bankruptcy estate. The bankruptcy court granted the investors' motion for summary judgment and entered judgment in favor of the investors. We exercise jurisdiction pursuant to 28 U.S.C. Sec. 1291 and 28 U.S.C. Sec. 158(d), and we affirm.

Background

The facts of this case are straightforward and undisputed by the parties for purposes of determining the narrow question of ownership of specific property. During 1991, an individual in the position of chief executive officer, director, and president of Debtor issued false and misleading representations in reports mandated by the Securities and Exchange Act of 1934. In reliance on these misrepresentations, a group of investors ("Investors") invested in Debtor during 1991. During the first half of 1992, Proactive Partners, L.P. ("Controlling Shareholders"), owning seventeen percent of Debtor's common stock, took control of Debtor, and Debtor's assets were depleted by approximately $800,000. Debtor voluntarily filed for bankruptcy protection under Chapter 11.

Investors then initiated a state court action against the Controlling Shareholders for defrauding Investors. In response to the state court action, Debtor sought a determination from the bankruptcy court that those state claims were the property of the bankruptcy estate. While Investors' state complaint averred six claims, Debtor only challenged the propriety of three of the claims: breach of fiduciary duty, corporate waste and mismanagement, and appropriation of corporate opportunity. Debtor concedes Investors' remaining claims were the sole property of the Investors.

Both Debtor and Investors moved for summary judgment in the bankruptcy court. The bankruptcy court granted Investors' motion for summary judgment finding "[t]he state action does not seek to recover losses on behalf of the Plaintiff Debtor." The bankruptcy court explained, "[t]he state action seeks recovery for the minority shareholders for their individual losses." The Federal District Court, ruling from the bench, affirmed the grant of summary judgment for similar reasons.

In its appeal of this ruling, Debtor argues the bankruptcy and federal district courts misapplied state law in defining the property of the bankruptcy estate. Specifically, Debtor asserts the courts erred by considering the remedy demanded in Investors' state court action rather than looking to the underlying nature of the allegations that formed the basis of the claims.

Discussion

In reviewing a grant of summary judgment, we review the case de novo applying the same legal standards used by the bankruptcy and district courts. ¹ Summary judgment is appropriate where there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Octagon Gas Systems, Inc. v. Rimmer, 995 F.2d 948, 952 (10th Cir.), cert. denied, --- U.S. ----, 114 S.Ct. 554, 126 L.Ed.2d 455 (1993). Moreover, we are free to affirm a grant of summary judgment on grounds different than those used by the district court if the record is sufficient to support such grounds. Griess v. Colorado, 841 F.2d 1042, 1047 (10th Cir.1988).

"[T]he plaintiff, to survive the defendant's motion [for summary judgment], need only present evidence from which a jury might return a verdict in [its] favor. If [it] does so, there is a genuine issue of fact that requires a trial." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 257, 106 S.Ct. 2505, 2514, 91 L.Ed.2d 202 (1986). The issue in this case is whether Debtor has presented sufficient evidence that the state court claims are property of the bankruptcy estate to withstand Investors' motion for summary judgment. We conclude, regardless of the bankruptcy and district courts' phrasing of their reasons for granting summary judgment, Debtor has failed to present sufficient evidence to survive summary judgment, and we therefore affirm.

Property of the bankruptcy estate includes causes of action belonging to the debtor at the time the case is commenced. 11 U.S.C. Sec. 541(a)(1). "The debtor's interests in any such causes of action are included within the broad scope of the provision of 541(a)(1) that the estate includes 'all legal or equitable interests of the debtor in property' ". 4 Collier on Bankruptcy p 541.10 at 541-65 (15th ed.1994) (footnote omitted). Ownership of a property interest is determined by state law. Butner v. United States, 440 U.S. 48, 54-55, 99 S.Ct. 914, 917-18, 59 L.Ed.2d 136 (1979) ("Unless some federal interest requires a different result, there is no reason why such interests should be analyzed differently simply because an interested party is involved in a bankruptcy proceeding."). Accordingly, the narrow issue in this case is simply whose property, under Colorado law, are the three claims asserted in the state court action by Investors against Controlling Shareholders.

Debtor attached a copy of Investors' state court complaint to its petition in bankruptcy court. The state court complaint is the sole piece of evidence in the record on appeal in support of or in opposition to the summary judgment motions. ² We will assume the bankruptcy court was given only the state court complaint as evidence on which to make its summary judgment determination. The Investors, as the party seeking summary judgment, "bear[ ] the initial responsibility of informing the district court of the basis for its motion, and identifying those portions of [the record] which it believes demonstrate the absence of a genuine issue of material fact." Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548, 2552, 91 L.Ed.2d 265 (1986). However, Investors are not required to present evidence in support of their motion for summary judgment because the "party against whom a claim ... is asserted or a declaratory judgment is sought may ... move with or without supporting affidavits for a summary judgment." Fed.R.Civ.P. 56(b). Also, a defendant moving for summary judgment need not negate the plaintiff's "claim, but need only point out to the district court 'that there is an absence of evidence to support the nonmoving party's case.' " Universal Money Ctrs., Inc. v. AT & T Co., 22 F.3d 1527, 1529 (10th Cir.) (quoting Celotex, 477 U.S. at 325, 106 S.Ct. at 2553), cert. denied, --- U.S. ----, 115 S.Ct. 655, 130 L.Ed.2d 558 (1994).

Investors have carried their burden. They have pointed to the only evidence before the court, the state court complaint, as evidence of the claims they are making in state court. Investors have highlighted to the court that the state court complaint does not support Debtor's contention that the claims are property of the bankruptcy estate.

Thus, to withstand summary judgment, Debtor "must set forth specific facts showing that there is a genuine issue for trial as to those dispositive matters for which it carries the burden of proof." Applied Genetics Int'l, Inc. v. First Affiliated Sec., Inc., 912 F.2d 1238, 1241 (10th Cir.1990).

[S]ufficient evidence (pertinent to the material issue) must be identified by reference to an affidavit, a deposition transcript or a specific exhibit incorporated therein.... In the absence of such specific reference, we will not search the record in an effort to determine whether there exists dormant evidence which might require submission of the case to a jury.

Thomas v. Wichita Coca-Cola Bottling Co., 968 F.2d 1022, 1024-25 (10th Cir.), cert. denied, --- U.S. ----, 113 S.Ct. 635, 121 L.Ed.2d 566 (1992). Debtor only points to the state court complaint, and we therefore examine the relevant aspects of this evidence to determine if summary judgment was proper.

A.

The first claim in the state court complaint challenged by Debtor is the claim of breach of fiduciary duty. Specifically, Investors allege

[Controlling Shareholders] held a position of trust and confidence as fiduciaries of plaintiffs during the entire course of dealings among the parties.... [Controlling Shareholders] were required to reveal all facts within their knowledge which might affect plaintiffs' rights and interests regarding their investment.... By engaging in ... false representations and material omissions, [Controlling Shareholders] breached their fiduciary duties to plaintiffs and caused damages to plaintiffs.

State Court Complaint at 7 (emphasis added). This claim clearly alleges a breach of a duty owed directly by Controlling Shareholders to Investors. The state court complaint alleges Controlling Shareholders, in "a position of trust and confidence," breached a fiduciary duty they owed to Investors.

Under Colorado law, corporate directors, in the exercise of their responsibilities, owe a fiduciary duty to shareholders. Corporate directors and officers owe the minority shareholders "candor, unselfishness, and good faith." Van Schaack Holdings, Ltd. v. Van Schaack, 867 P.2d 892, 897 (Colo.1994). "Directors of a corporation have a fiduciary duty to protect the stockholders' interests and are required to discharge this duty in good faith." River Management Corp. v. Lodge Properties Inc., 829 P.2d 398, 401 (Colo.App.1991). Corporate directors and officers also act as a...