IN RE HOLM

Citation Codes

Equivalent Citations

citation codes

Docket Number

No. 90-15920.

Attorney(S)

Philip M. Arnot, Philip M. Arnot, Inc., Eureka, Cal., for debtor-appellant. Michal F. Malloy, Janssen, Malloy, Marchi, Needham Morrison, Eureka, Cal., for creditor-appellee.

Judges

Thomas Tang

Acts

Bankruptcy — Creditors, The Debtor, And The Estate — Creditors And Claims — Allowance Of Claims Or Interests

See more information ...

Smart Summary

Factual and Procedural Background

Debtor Herbert L. Holm and creditor Alan Wright were the sole shareholders of a corporation operating a restaurant in Humboldt County, California. Wright, the minority shareholder and restaurant manager, resigned in September 1982, alleging mistreatment by Holm and mismanagement of corporate assets. Wright sued Holm for breach of contract, abuse of corporate control, and intentional interference with economic advantage. The jury awarded Wright $132,960 in compensatory damages and $100,000 in punitive damages, and the verdict was affirmed on appeal.

Wright recorded an Abstract of Judgment to create a judicial lien on Holm’s real property. Holm subsequently filed for Chapter 11 bankruptcy. Wright filed a disclosure statement and plan of reorganization before the claim bar date, describing his claim as a judgment lien with an outstanding balance of $232,960 plus interest and costs. However, Wright did not file a formal proof of claim until after the bar date. Holm objected to Wright’s claim on four grounds: untimeliness, inclusion of punitive damages, inclusion of unmatured interest, and inclusion of employment contract damages.

The bankruptcy court overruled three objections but temporarily disallowed the punitive damages until it was clear the estate was insolvent. The district court affirmed the bankruptcy court’s decision. Holm appeals, and this court affirms.

Legal Issues Presented

Whether Wright’s disclosure statement and plan of reorganization filed before the bar date constituted an informal proof of claim sufficient to relate back the formal proof of claim filed after the bar date.
Whether Wright’s claim improperly included unmatured interest, which is excluded from allowable claims under 11 U.S.C. § 502(b)(2).
Whether Wright’s claim improperly included employment contract damages subject to the one-year salary limitation under 11 U.S.C. § 502(b)(7).
Whether sanctions under Federal Rule of Appellate Procedure 38 were appropriate due to alleged frivolousness of Holm’s appeal.

Arguments of the Parties

Appellant's Arguments (Holm)

Wright failed to timely file a proof of claim before the bar date, and no documents filed by Wright constitute an informal proof of claim.
Wright’s claim improperly includes unmatured interest derived from lost future profits, warranting at least an evidentiary hearing.
Wright’s claim improperly includes employment contract damages, which should be limited to one year's salary under 11 U.S.C. § 502(b)(7).
The appeal raises legitimate questions but counsel should have recognized that cited cases were overruled, suggesting frivolousness.

Appellee's Arguments (Wright)

The disclosure statement and plan of reorganization filed before the bar date constitute an informal proof of claim because they explicitly demand payment and evidence intent to hold Holm liable.
Future profits and their present value are not unmatured interest; the claim is supported by a jury verdict affirmed on appeal.
The damages awarded were based solely on tort claims related to shareholder status, not employment contract damages, and thus are not subject to § 502(b)(7) limitations.
The appeal is frivolous and sanctions are warranted because Holm’s counsel cited cases that were overruled at the time of appeal, indicating a pattern of delay.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
In re Anderson-Walker Indus., Inc., 798 F.2d 1285 (9th Cir. 1986)	Standard for reviewing informal proof of claim and de novo review of legal questions.	Applied to independently review whether Wright’s disclosure statement constituted an informal proof of claim.
In re Franciscan Vineyards, Inc., 597 F.2d 181 (9th Cir. 1979)	Definition and requirements of an informal proof of claim.	Used to determine that Wright’s disclosure statement met criteria for an informal proof of claim.
Pizza of Hawaii, Inc. v. Shakey's, Inc., 761 F.2d 1374 (9th Cir. 1985)	Standard of review for bankruptcy court findings and legal conclusions.	Guided review of factual findings under clearly erroneous standard and legal conclusions de novo.
Johnson v. Beck (In re Johnson), 117 B.R. 461 (Bankr.D.Minn. 1990)	Clarification that shareholder tort claims are not subject to 11 U.S.C. § 502(b)(7) limitations on employment contract damages.	Applied to reject Holm’s argument that Wright’s claim included employment contract damages limited by statute.
Cannon v. The Hawaii Corp. (In re The Hawaii Corp.), 796 F.2d 1139 (9th Cir. 1986)	Standard for awarding sanctions on frivolous appeals.	Referenced in denying sanctions because Holm’s appeal raised legitimate legal questions despite some flawed citations.

Court's Reasoning and Analysis

The court first analyzed whether Wright’s disclosure statement and plan of reorganization filed before the claim bar date constituted an informal proof of claim. Applying the "rule of liberality in amendments," the court held that the disclosure statement explicitly demanded payment, stated the nature and amount of the claim, and evidenced intent to hold Holm liable, thereby satisfying the requirements for an informal proof of claim. Consequently, the formal proof of claim filed after the bar date related back to this informal claim.

Regarding unmatured interest, the court explained that the burden to prove unmatured interest lies with the objector, Holm. Holm failed to produce evidence that Wright’s claim contained unmatured interest. The court distinguished future profits and their present value from unmatured interest, holding that Wright’s claim was supported by a jury verdict and was sufficient to overcome Holm’s formal objection.

On the employment contract damages issue, the court reviewed the underlying appellate decision and found that damages were awarded solely on tort claims related to shareholder status, not on an employment contract. Thus, the statutory limitation under 11 U.S.C. § 502(b)(7) did not apply, and the bankruptcy court correctly refused to disallow the claim on this basis.

Finally, the court considered Wright’s request for sanctions under Federal Rule of Appellate Procedure 38. Although Holm’s counsel cited cases that had been overruled at the time of appeal, the court noted that the appeal raised legitimate legal questions and that sanctions were not warranted. The bankruptcy court’s prior refusal to award sanctions and the absence of sanctions in state appellate proceedings supported this conclusion.

Holding and Implications

The court’s final decision is AFFIRMED.

Wright’s disclosure statement constituted an informal proof of claim filed before the bar date, making his formal proof of claim timely by relation back. The claim did not improperly include unmatured interest or employment contract damages subject to statutory limitations. Because Holm’s appeal raised legitimate legal questions, sanctions were denied. This decision directly resolves the parties’ dispute without establishing new precedent beyond the application of existing legal principles.

Show full summary ...

IN RE HERBERT L. HOLM, DEBTOR. ALAN WRIGHT, CREDITOR-APPELLEE, v. HERBERT L. HOLM, DEBTOR-APPELLANT.

TANG, Circuit Judge:

Creditor Alan Wright holds a final judgment against debtor Herbert Holm for compensatory and punitive damages as the result of a general jury verdict. Wright filed no formal proof of claim until after the claim's bar date. However, Wright filed a disclosure statement and plan of reorganization prior to the claim's bar date. Holm objected to Wright's claim on four grounds. The bankruptcy court overruled three of the objections, but disallowed the punitive damages, at least temporarily. On appeal, the district court affirmed. Holm appeals. We affirm.

FACTUAL AND PROCEDURAL BACKGROUND

Debtor Holm and creditor Wright were the only shareholders of a corporation which operated a restaurant in Humboldt County, California. Wright was a minority shareholder of the corporation and worked as manager of the restaurant. In September 1982, Wright quit his job, claiming that Holm had mistreated him and had mismanaged the corporate assets.

Wright brought a lawsuit against Holm alleging breach of contract, abuse of corporate control, and intentional interference with economic advantage. The court submitted the case to the jury on the tort counts, and it returned a verdict of $132,960 in compensatory and $100,000 in punitive damages. The jury made a special finding that there was no agreement requiring Wright to work one year before receiving his twenty percent interest in the corporation. The judgment based upon the jury verdict was affirmed on appeal.

Creditor Wright executed on his judgment by recording an Abstract of Judgment to create a judicial lien on Holm's real property. Holm filed a chapter 11 petition after the judgment was obtained. Wright, as a creditor of Holm, filed a disclosure statement and a plan of reorganization on October 28, 1988. Pursuant to the plan, Holm would pay Wright's claim in full. The disclosure statement described Wright's claim as:

Class 3 includes Alan Wright who holds a judgment lien in promissory note and deed of trust. Mr. Wright will be paid $232,960 in satisfaction of the outstanding balance of the judgment lien together with accumulated interest and costs of approximately $50,000.

The bankruptcy court set the claim's bar date as December 7, 1988. Wright filed a formal proof of claim on March 6, 1989.

Holm filed an objection to Wright's claim on four bases: (1) the claim was not timely filed; (2) the claim included punitive damages; (3) the claim included unmatured interest; and (4) the claim included employment contract damages. The bankruptcy court held that the punitive damages would be disallowed until "it appeared that the estate was not solvent." The bankruptcy court also held that (1) the claim would not be disallowed as untimely, (2) the judgment contained no unmatured interest, and (3) the judgment was for tort damages, not employment contract damages.

Holm appealed the decision to the district court. The district court affirmed in an opinion dated May 16, 1990. Holm appeals. For the reasons stated by the district court, we affirm.

STANDARD OF REVIEW

We review independently the bankruptcy court's decision because we are in as good a position as the district court to review the bankruptcy court's findings. Anderson-Walker Indus., Inc. v. Lafayette Metals, Inc. (In re Anderson-Walker Indus., Inc.), 798 F.2d 1285, 1287 (9th Cir. 1986). Whether documents filed by Wright constitute an amendable informal proof of claim is a question of law reviewed de novo. Id. We review the bankruptcy court's findings of fact under the clearly erroneous standard and its conclusions of law de novo. Pizza of Hawaii, Inc. v. Shakey's, Inc. (In re Pizza of Hawaii, Inc.), 761 F.2d 1374, 1377 (9th Cir. 1985).

DISCUSSION 1. Informal Proof of Claim

Holm argues that Wright failed to file a proof of claim prior to the claim's bar date of December 7, 1990. Holm also argues that no documents filed by Wright constitute an informal proof of claim. Therefore, Holm argues, the formal claim that Wright filed on March 8, 1989 could not have related back to the date of the filing of an informal claim. We have "consistently applied the `so-called rule of liberality in amendments' to creditors' proofs of claim" so that the formal claim relates back to a previously filed informal claim. In re Anderson-Walker Indus., 798 F.2d at 1287 (quoting County of Napa v. Franciscan Vineyards, Inc. (In re Franciscan Vineyards, Inc.), 597 F.2d 181, 182 (9th Cir. 1979) cert. denied, 445 U.S. 915, 100 S.Ct. 1274, 63 L.Ed.2d 598 (1980)). "For a document to constitute an informal proof of claim, it must state an explicit demand showing the nature and amount of the claim against the estate, and evidence an intent to hold the debtor liable." Id. The document that purports to be an informal proof of claim need not be filed in the court. See In re Franciscan Vineyards, Inc., 597 F.2d at 183 (letter sent to trustee constituted an informal proof of claim). Here, the disclosure statement was filed in the bankruptcy court. The disclosure statement makes an explicit demand against the estate to pay the claim and indicated that Wright intended to hold Holm liable for the debt. The disclosure statement states that the nature of the claim is a state court judgment in the amount of $232,960. We hold that this meets all the requirements for an informal proof of claim.

2. Unmatured Interest

Holm argues that Wright's claim contains unmatured interest which is excluded from allowable claims pursuant to 11 U.S.C. § 502(b)(2). Holm argues that part of the judgment contains unmatured interest because Wright's judgment contained lost profits from the restaurant, profits that would have been earned after the bankruptcy petition was filed. Holm contends that he was entitled, at the very least, to an evidentiary hearing on the subject. He argues that because he presented testimony that the present value of the future profits was calculated with the use of an interest rate, he has demonstrated that there is a factual issue as to whether Wright's claim contains unmatured interest.

The burden of proof on this issue is dispositive.

Inasmuch as Rule 3001(f) and section 502(a) provide that a claim or interest as to which proof is filed is "deemed allowed," the burden of initially going forward with the evidence as to the validity and the amount of the claim is that of the objector to that claim. In short, the allegations of the proof of claim are taken as true. If those allegations set forth all the necessary facts to establish a claim and are not self-contradictory, they prima facie establish the claim. Should objection be taken, the objector is then called upon to produce evidence and show facts tending to defeat the claim by probative force equal to that of the allegations of the proofs of claim themselves. But the ultimate burden of persuasion is always on the claimant. Thus, it may be said that the proof of claim is some evidence as to its validity and amount. It is strong enough to carry over a mere formal objection without more.

3 L. King, Collier on Bankruptcy § 502.02, at 502-22 (15th ed. 1991) (footnotes omitted) (emphasis added). Holm has the initial burden of proof to demonstrate facts tending to demonstrate that this claim contains unmatured interest.

Holm has not met this burden. Holm is confusing the term "unmatured interest" with the calculation that provides the present value of future profits. Future profits are not unmatured interest. The present value of those profits is not unmatured interest. Holm has presented no evidence bearing on the issue of unmatured interest. Wright's claim, on the other hand, is supported by a jury verdict which was upheld by the California Court of Appeal. Wright's claim is strong enough to carry over Holm's mere formal objection. The bankruptcy court did not err in overruling Holm's objection.

3. Employment Contract

Holm's final argument is that Wright's claim should not be allowed because it contains employment contract damages, which are limited to one year's salary pursuant to 11 U.S.C. § 502(b)(7). A review of the California appellate decision on this claim reveals that the "damage issue was presented to the jury solely on the tort causes of action of abuse of corporate control and wrongful interference with contractual relations." This decision reveals that the underlying damages were not awarded for a breach of an employment contract, but rather were based solely on Wright's tort claims. Further, the appellate decision reveals that the relationship between the parties was that of shareholders of a corporation rather than an employer-employee relationship. These claims based on shareholder status are not subject to the limitations of section 502(b)(7). Johnson v. Beck (In re Johnson). 117 B.R. 461, 468 (Bankr.D.Minn. 1990). Therefore, the bankruptcy court did not err in refusing to disallow this claim.

4. Sanctions

Wright has asked for sanctions under Federal Rule of Appellate Procedure 38 alleging that this appeal was frivolous and part of a pattern of attempting to delay the payment of these claims. Sanctions are awarded for a frivolous appeal "when the result is obvious, or where the arguments `are wholly without merit.'" Cannon v. The Hawaii Corp. (In re The Hawaii Corp.), 796 F.2d 1139, 1144 (9th Cir. 1986) (citations omitted).

Wright points out that Holm's attorney cited two cases which were overruled at the time of this appeal: In re Circle J. Dairy, Inc., 92 B.R. 832 (Bankr.W.D.Ark. 1988), rev'd, 112 B.R. 297 (W.D.Ark. July 5, 1989); In re Barbier, 77 B.R. 799 (Bankr.D.Nev. 1987), aff'd, 84 B.R. 190 (D.Nev. 1988), rev'd, 896 F.2d 377 (9th Cir. 1990). In fairness to counsel, while both Westlaw's Instacite and Lexis' Autocite reveal that these cases were overruled, Westlaw's Shepard's Citation Service and Lexis' Shepard's Citation Service did not reveal that the cases were overruled at the time of oral argument of this case. Counsel for appellant argues that the cases were overruled on different grounds and therefore the cases are still good law for the propositions for which they were cited. Regardless, counsel should have informed the court as to the subsequent history of these two cases.

Counsel for Holm asserts that he has presented his arguments on appeal in good faith for the modification of existing law. The bankruptcy court did not order sanctions in response to Wright's request when hearing the objection to claim proceedings because "the Court cannot say that the positions taken were all so patently meritless as to justify sanctions. Moreover, a creditor who knows that his claim is contested invites an objection by not filing a proof of claim immediately." In re Holm, No. 1-87-00559, (Bankr.N.D.Cal. May 8, 1989) (order overruling objection to claim) (emphasis in original). Sanctions were not awarded in the state appellate proceedings. Holm's appeal raises legitimate questions of law. Therefore, the appeal is not wholly without merit and sanctions are not appropriate.

CONCLUSION

Wright filed an appropriate informal proof of claim prior to the claim's bar date. The claim did not contain any unmatured interest. The claim did not contain employment contract damages. Because Holm's claims were not wholly without merit, we decline to award sanctions. The judgment of the bankruptcy court on each issue is

AFFIRMED.