Opinions of the United
2008 Decisions States Court of Appeals
for the Third Circuit
12-24-2008
In Re: Brockaway
Precedential or Non-Precedential: Non-Precedential
Docket No. 07-2858
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Recommended Citation
"In Re: Brockaway " (2008). 2008 Decisions. Paper 44.
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NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
___________
No. 07-2858
___________
IN RE: BROCKAWAY PRESSED METAL, INC.,
Debtor
EYNON ASSOCIATES, INC.,
Appellant
v.
LASALLE BANK NATIONAL ASSOCIATION;
GENERAL MOTORS CORPORATION; BORGWARNER TORQ
TRANSFER SYSTEMS, INC.; DELPHI CORPORATION
____________________________________
On Appeal from the United States District Court
for the Western District of Pennsylvania
(D.C. No. 07-cv-00563)
District Judge: Honorable Terrence F. McVerry
_________________________
Submitted Pursuant to Third Circuit LAR 34.1(a)
on December 8, 2008
Before: MCKEE, SMITH AND ROTH, Circuit Judges
(Opinion filed: December 24, 2008)
___________
OPINION
___________
McKee, J.
Eynon Associates, Inc. appeals the district court’s order affirming the bankruptcy
court’s denial of Eynon’s claim to funds held by LaSalle Bank. For the reasons that
follow, we will affirm.
Inasmuch as we write primarily for the parties who are familiar with this case, we
need not repeat the procedural or factual history except insofar as may be helpful to our
brief discussion.
Eynon argues that it is entitled to the disputed escrow funds pursuant to its contract
for sales commissions with the debtor, Brockway Pressed Metals, Inc. According to
Eynon, the disputed funds are impressed with either an express or constructive trust for
that portion of Brockway’s receivables equal to the commissions Eynon earned on
products that it sold and delivered to certain of Brockway’s customers.
In a Memorandum Opinion dated March 30, 2007, Hon. Thomas P. Agresti,
explained why Eynon had not established the existence of a trust. In affirming the
bankruptcy court’s order denying relief, the district court agreed that Eynon “faile d to
demonstrate two of the four required elements [of a trust] - intent to create a trust and the
existence of an identifiable res.” App. 6. The district court concluded that “the series of
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commission agreements between the parties do not constitute ‘trust’ documents.” App. 7.
The court rejected Eynon’s reliance on Williams v. Finlaw, Mueller & Co., 141 A. 47 (Pa.
1928), concluding, counsel was “skating close to the bounds of their duty of candor. . .,”
by misstating the holding of Williams. . .”. The bankruptcy court believed that Williams
counseled against finding a trust had been created, and the district court concluded that
“[t]he Bankruptcy Court’s analysis of Williams, was correct.” App. 4.
The district court also correctly affirmed the bankruptcy court’s rejection of the
theory of a “constructive trust” because “no unjust enrichment had occurred.” Id., (citing
Yohe v. Yohe, 353 A.2d 417, 420-21 (Pa. 1976)). Thus, establishing a trust over the
disputed funds “would have the effect of giving Eynon preferential treatment in the
bankruptcy proceeding.” App. 5.
We can add little to the thorough and thoughtful discussion of the bankruptcy
court, or the district court’s explanation of why the bankruptcy court properly rejected
Eynon’s claim for relief.
Accordingly, we will affirm substantially for the reasons set forth by the
bankruptcy court and the district court.
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