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Pacific Employers Insurance Co. v. Agway Liquidating Trustee

February 5, 2008

PACIFIC EMPLOYERS INSURANCE COMPANY, ET AL., APPELLANTS,
v.
AGWAY LIQUIDATING TRUSTEE, APPELLEE.



DECISION and ORDER

Appellants Pacific Employers Insurance Company, ACE American Insurance Company, Bankers Standard Fire & Marine Insurance Company, Illinois Union Insurance Company, and Insurance Company of North America (hereinafter collectively referred to as "ACE") appeal the Bankruptcy Court's September 14, 2006 order denying their motion to compel arbitration and stay the Liquidating Trustee's ("LT") motion to fix their claim.

I. FACTS

The underlying facts are not in dispute. Appellants issued various high deductible and retrospectively rated workers compensation, business automobile, and general liability insurance policies (the "Policies") on behalf of Debtor, Agway, Inc., and its subsidiaries (hereinafter collectively referred to as "Agway" or "Debtor"). The Policies were issued pursuant to a Combined Multi-Line Program Agreement. The Policies required Agway to pay, with respect to each covered occurrence, the first $1 million in losses or expenses incurred. Under the Program Agreement, Agway was required to provide collateral security to ACE concerning Agway's obligations to cover the first $1 million in losses. The Program Agreement further provided that "[a]ny controversy, dispute, claim or question arising out of or relating to this agreement, including without limitation its interpretation, performance or non-performance by any party, or any breach thereof . . . shall be referred to and resolved exclusively by three arbitrators through private, confidential arbitration . . .."

On October 1, 2002, Agway filed for Chapter 11 relief under the Bankruptcy Code. On May 21, 2003, the Bankruptcy Court entered an order approving a settlement agreement entered into between ACE and Agway. Among other things, the settlement agreement recognized ACE's right to draw upon the collateral to the extent Agway did not satisfy its obligations under the Program Agreement. The settlement agreement also provided that the Program Agreement was to remain in full force in effect. The settlement agreement further provided that, in the event the collateral was insufficient to secure Agway's pre-petition obligations, ACE would have an allowed general unsecured claim in the bankruptcy proceeding.

On May 29, 2003, ACE filed a proof of claim, which it amended in March 2006. By order entered April 28, 2004, the Second Amended Joint Plan of Liquidation was confirmed. Shortly thereafter, the LT filed a motion for an order fixing ACE's claim. Concerned that the LT would also seek to reduce the amount of collateral held by ACE, ACE took the position that any disputes concerning the amount of collateral held was subject to arbitration under the Program Agreement, rather than resolution through a bankruptcy claims estimation proceeding. Stated otherwise, ACE fears that the LT is seeking to fix the amount of ACE's allowed claim and use that figure to determine the amount of collateral ACE could maintain under the Program Agreement. Accordingly, ACE filed a motion to stay the LT's motion and compel arbitration.

The Bankruptcy Court concluded that, among other things: - the Arbitration Motion seeks to compel arbitration of both the amount of collateral required under the agreements between Agway, Inc. and ACE and the Claim Objection; - it is inappropriate to first arbitrate the amount of the collateral required under the parties' agreement and then determine the allowed claim amount in this Court because it is the fixing of the claim in the first instance that determines the need for collateral; - the parties' arguments with respect to the application of the parties' agreements, the Plan, and the application of 11 U.S.C. § 502(e)(1)(B) to ACE's proof of claim and the collateral required under the parties' agreements, can be made with equal force in the Claims Objection proceeding as well as any arbitration; - judicial economy is served by resolving all issues in a single forum; - the court had core jurisdiction over the claims estimation proceeding; - the court had the authority to determine the allowed amount of the creditor's claim by applying provisions of the Bankruptcy Code, the Plan, and/or the parties agreements; and - it was making no findings with respect to the issue of collateral.

Order at pp. 2-3. ACE now appeals the Bankruptcy Court Order.

II. STANDARD OF REVIEW

Bankruptcy Rule 8013 provides, inter alia, that a bankruptcy court's findings of fact "shall not be set aside unless clearly erroneous, and due regard shall be given to the opportunity of the bankruptcy court to judge the credibility of witnesses." FED. R. BANKR. P. 8013; see R.M. 18 Corp. v. Aztex Assocs., L.P (In re Malease 14FK Corp.), 351 B.R. 34, 40 (E.D.N.Y. 2006). A finding is clearly erroneous when "although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed." United States v. Mitchell, 966 F.2d 92, 98 (2d Cir. 1992). A bankruptcy court's legal conclusions are subject to a de novo review. Capital Communications Fed. Credit Union v. Boodrow, 126 F.3d 43, 47 (2d Cir. 1997). Matters left to the discretion of the bankruptcy court are reviewed for an abuse of discretion. Id.

III. DISCUSSION

ACE contends that the Bankruptcy Court improperly denied its motion to stay the LT's motion to fix ACE's claim and improperly declined to refer the issues concerning the determination of collateral to arbitration. "Disputes that involve both the Bankruptcy Code and the Arbitration Act often present conflicts of 'near polar extremes: bankruptcy policy exerts an inexorable pull towards centralization while arbitration policy advocates a decentralized approach toward dispute resolution.'" MBNA Am. Bank v. Hill, 436 F.3d 104, 108 (2d Cir. 2006) (quoting U.S. Lines, Inc. v. Am. SS. Owners Mut. Prot. & Indem. Ass'n, Inc. (In re U.S. Lines, Inc.), 197 F.3d 631, 640 (2d Cir. 1999)). "Bankruptcy courts generally do not have discretion to refuse to compel arbitration of 'non-core' bankruptcy matters, or matters that are simply 'related to' bankruptcy cases." Hill, 436 F.3d at 108. "As to these matters, the presumption in favor of arbitration usually trumps the lesser interests of bankruptcy courts in adjudicating non-core proceedings." Id.

Bankruptcy courts are more likely to have discretion to refuse to compel arbitration of core bankruptcy matters, which implicate more pressing bankruptcy concerns. However, even as to core proceedings, the bankruptcy court will not have discretion to override an arbitration agreement unless it finds that the proceedings are based on provisions of the Bankruptcy Code that "inherently conflict" with the Arbitration Act or that arbitration of the claim would "necessarily jeopardize" the objectives of the Bankruptcy Code. . . . The objectives of the Bankruptcy Code relevant to this inquiry include the goal of centralized resolution of purely bankruptcy issues, the need to protect creditors and reorganizing debtors from piecemeal litigation, and the undisputed power of a bankruptcy court to enforce its own orders.

Id. (internal quotation and citation omitted).

Here, the LT's motion to fix the allowed amount of ACE's claim clearly is a core proceeding. See 28 U.S.C. ยง 157(b)(2)(B). It invokes substantive rights created under the Bankruptcy Code that, by their nature, could only arise in the context of a bankruptcy case. Hill, 436 F.3d at 108-09. Accordingly, the LT's ...


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