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In Re: Motor Liquidation Company, et al., F/K/A General Motors v. Motors Liquidation Company Guc Trust

February 7, 2012

IN RE: MOTOR LIQUIDATION COMPANY, ET AL., F/K/A GENERAL MOTORS CORP., ET AL.
DEBTORS,
DALE R. SPIRNAK, APPELLANT,
v.
MOTORS LIQUIDATION COMPANY GUC TRUST, APPELLEE.



The opinion of the court was delivered by: Denise Cote, District Judge

OPINION & ORDER

Pro se appellant Dale R. Spirnak ("Spirnak") appeals from a September 6, 2011 order of the United States Bankruptcy Court for the Southern District of New York, the "Supplemental Order Granting Debtors' 147th Omnibus Objection to Claims" (the "Supplemental Order"). The Supplemental Order disallowed and reclassified as an equity interest a proof of claim that Spirnak filed in the liquidation proceedings of Motors Liquidation Company ("MLC") (f/k/a General Motors Corp. ("GM")) and its affiliated debtors (the "Debtors"). For the following reasons, the Supplemental Order is affirmed.

BACKGROUND

The following facts, which are undisputed unless otherwise indicated, are taken from the parties' briefs and the record on appeal. Only those facts relevant to the issues on appeal are discussed below.

Spirnak is a retired former employee of GM who invested in a GM-sponsored 401(k) retirement plan. One option in the GM 401(k) plan included investing in GM common stock. Spirnak alleges that by including this option within its 401(k) plan while other investments were excluded and by vouching for the "viability" of GM stock in other unspecified ways, GM represented to him that such an investment was safe. He claims that GM knew these representations to be false, and that the representations led him to invest a significant portion of his 401(k) account in GM common stock.

On June 1, 2009, MLC filed a petition seeking relief under chapter 11 of the Bankruptcy Code. On November 30, 2009, Spirnak filed a Claim for Equity Interests (the "Spirnak Claim"), asserting an unsecured claim against MLC in the amount of $1,648,995.40 for losses sustained as a result of diminution in the value of the GM common stock in his 401(k) account. On January 25, 2011, the Debtors filed the 147th Omnibus Objection to Claims (the "Omnibus Objection"), seeking to disallow a number of claims and reclassify them as equity interests. The Spirnak Claim was among those claims to which the Debtors objected. Spirnak filed a response to the Omnibus Objection on February 16, 2011 arguing, inter alia, that his claim should not be reclassified as an equity interest due to GM's misrepresentations.

On March 31, 2011, the Debtors' Second Amended Joint Chapter 11 Plan (the "Plan") became effective. The Plan gave exclusive authority to prosecute and resolve objections to Disputed General Unsecured Claims, as defined in the Plan, to the Motors Liquidation Company GUC Trust (the "GUC Trust"). On June 17, 2011 the GUC Trust replied to Spirnak's response of February 16, 2011.

The Bankruptcy Court held a hearing on the Debtors' objection to the Spirnak Claim on July 27, 2011. After hearing argument both from counsel for the Debtors and from Spirnak, Bankruptcy Judge Robert E. Gerber ruled in favor of the Debtors pursuant to § 510(b) of the Bankruptcy Code. The Bankruptcy Court stated that the "substance" of Spirnak's claim was that he was "defrauded by false statements made either when [he] acquired [his] GM stock or when it was sold or both," and that "those are exactly the kinds of claims that are covered by [section] 510(b) [of the Bankruptcy Code]." The Bankruptcy Court also noted that its ruling was without prejudice to any rights Spirnak might have against third parties other than MLC.

On September 6, 2011, the Bankruptcy Court entered the Supplemental Order. Spirnak's notice of appeal was received by the Bankruptcy Court on September 19, 2011 and filed in this Court on November 4, 2011. The parties' briefs on appeal were fully submitted on December 22, 2011.

DISCUSSION

The standard of review applicable to matters within core bankruptcy jurisdiction is governed by the Federal Rules of Bankruptcy Procedure. On appeal, the court "may affirm, modify, or reverse a bankruptcy judge's judgment, order, or decree or remand with instructions for further proceedings." Fed. R. Bankr. P. 8013.

"Findings of fact, whether based on oral or documentary evidence, shall not be set aside unless clearly erroneous."

Id.; see Solow v. Kalikow (In re Kalikow), 602 F.3d 82, 91 (2d Cir. 2010) (noting that "[f]indings of fact are reviewed for clear error"). Legal conclusions of the Bankruptcy Court, however, are "reviewed de novo." Id. Because Spirnak is proceeding pro se, his submissions will be construed liberally.

Cf. Chavis v. Chappius, 618 F.3d 162, 170 (2d Cir. 2010) (citation omitted) (pleadings filed by pro se plaintiffs ...


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