United States Bankruptcy Appellate Panel
For the Eighth Circuit
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No. 18-6004
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In re: Barbara A. Wigley
lllllllllllllllllllllDebtor
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Lariat Companies, Inc.
lllllllllllllllllllllCreditor - Appellant
v.
Barbara A. Wigley
lllllllllllllllllllllDebtor - Appellee
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Appeal from United States Bankruptcy Court
for the District of Minnesota - Minneapolis
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Submitted: September 21, 2018
Filed: November 9, 2018
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Before SCHERMER, NAIL, and SHODEEN, Bankruptcy Judges.
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NAIL, Bankruptcy Judge.
Lariat Companies, Inc. ("Lariat") appeals the February 9, 2018 order of the
bankruptcy court allowing its claim against Debtor Barbara A. Wigley ("Debtor") in
the reduced amount of $308,805.00. We have jurisdiction over this appeal pursuant
to 28 U.S.C. § 158(b). We vacate and remand.
BACKGROUND
This case comes to us following a decade of litigation between and among
Lariat, Debtor, and Debtor's spouse that has generated–by our count–three lawsuits,
four bankruptcy cases, and twelve appeals.
In 2008, Lariat, as lessor, and Baja Sol Cantina EP, LLC ("Baja Sol"), as
lessee, entered into a ten-year lease of commercial real property in Hennepin County,
Minnesota. Debtor's spouse, who had formed Baja Sol to operate a restaurant on the
premises, personally guaranteed Baja Sol's performance under the lease.
Baja Sol defaulted under the lease, and Lariat evicted it in July 2010. Lariat
then sued Baja Sol and Debtor's spouse in state court to recover damages under the
lease and the guaranty. The Hennepin County district court awarded Lariat
$2,224,237.00 in damages, plus pre- and post-judgment interest and attorney fees
("the guaranty judgment"). Debtor's spouse appealed, and the Minnesota court of
appeals affirmed the district court's judgment.
In November 2011, Lariat and two other creditors filed an involuntary
chapter 7 petition against Debtor's spouse. On Debtor's spouse's motion and with the
consent of the creditors, the bankruptcy court dismissed that case.
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The day after they filed the involuntary chapter 7 petition, the same three
creditors filed a lawsuit against Debtor in state court to avoid certain allegedly
fraudulent transfers from Debtor's spouse to Debtor. After the involuntary petition
was dismissed, they added Debtor's spouse as a co-defendant. The Hennepin County
district court held Debtor and Debtor's spouse jointly and severally liable for the
fraudulent transfers and awarded Lariat1 $795,098.00, plus statutory interest, costs,
and disbursements ("the fraudulent transfer judgment").
In March 2013, Debtor's spouse filed a lawsuit against Lariat in state court.
Finding it mirrored an earlier unsuccessful attempt by Debtor's spouse to vacate the
guaranty judgment, the Hennepin County district court concluded the lawsuit was
barred by collateral estoppel and dismissed the complaint. Debtor's spouse's
subsequent appeal to the Minnesota court of appeals is still pending.
In January 2014, Baja Sol filed a petition for relief under chapter 11. On the
United States Trustee's motion, the bankruptcy court dismissed that case.
In February 2014, Debtor's spouse filed his own petition for relief under
chapter 11. Lariat filed a proof of claim for $1,734,539.00, comprising $227,087.00
for unpaid rent, common area maintenance, and late fees, $379,111.00 for future
rents, $185,829.00 for attorney fees, $123,750.00 for unrecovered amortized
obligations, and $816,761.00 for the fraudulent transfer judgment. Debtor's spouse
objected to Lariat's claim, and following an appeal from the bankruptcy court's initial
determination that Lariat's claim should be capped at $445,272.93 under
1
The other two creditors had settled their claims.
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11 U.S.C. § 502(b)(6),2 the bankruptcy court determined Lariat's claim should instead
be capped at $553,271.00 under that section.
In February 2016, over Lariat's and Debtor's objections, the bankruptcy court
confirmed Debtor's spouse's plan of reorganization.3 Both Lariat and Debtor
appealed, and in separate opinions, we affirmed the bankruptcy court's decision and
dismissed Debtor's appeal for lack of standing. Debtor again appealed, and the
Eighth Circuit court of appeals dismissed her appeal for the same reason.
In August 2016, Debtor's spouse paid Lariat $637,581.07, representing the
allowed amount of Lariat's claim against him, plus accrued interest.
In September 2016, Debtor's spouse was granted a bankruptcy discharge.
2
A lessor's claim for damages resulting from the termination of a lease of real
property is capped at:
(A) the rent reserved by such lease, without acceleration,
for the greater of one year, or 15 percent, not to exceed
three years, of the remaining term of such lease, following
the earlier of–
(i) the date of the filing of the petition; and
(ii) the date on which such lessor repossessed, or the
lessee surrendered, the leased property; plus
(B) any unpaid rent due under such lease, without
acceleration, on the earlier of such dates[.]
11 U.S.C. § 502(b)(6).
3
Lariat objected only to preserve its right to appeal the bankruptcy court's
earlier interlocutory order denying Lariat's motion to dismiss or convert to chapter 7
Debtor's spouse's bankruptcy case.
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Around the same time, Debtor and Debtor's spouse asked the state court to
vacate the fraudulent transfer judgment. The Hennepin County district court denied
their motion to vacate, but amended its findings of fact to correct an overvaluing of
a checking account by $13,814.94, thereby reducing the amount of the fraudulent
transfer judgment to $788,487.78. Debtor's subsequent appeal to the Minnesota court
of appeals is still pending.
In December 2016, Debtor filed a petition for relief under chapter 11. Lariat
filed a proof of claim for $1,030,916.74, comprising $788,487.78 for the amended
fraudulent transfer judgment and $242,428.96 for interest thereon to the date Debtor
filed her petition. Debtor objected, arguing Lariat's claim should be disallowed,
because Debtor's spouse had satisfied Debtor's obligations to Lariat in his bankruptcy,
leaving nothing for Lariat to collect from Debtor. Both parties moved for summary
judgment. The bankruptcy court denied Debtor's motion and granted Lariat's motion
in part, holding the bankruptcy court's application of § 502(b)(6) in Debtor's spouse's
bankruptcy did not eliminate Lariat's claim in Debtor's bankruptcy.
Following a final hearing, the bankruptcy court entered its written decision, in
which it concluded, in pertinent part:
1. [Debtor's spouse's] use of 11 U.S.C. § 502(b)(6) in his
bankruptcy does not benefit the Debtor so as to preclude
any claim by Lariat. Lariat's claim has not been satisfied.
2. Lariat is not entitled to the full amount of its claim.
Section 502(b)(6) of the Bankruptcy Code caps the allowed
amount of Lariat's claim.
Unhappy with the bankruptcy court's second holding, Lariat timely appealed, and
unhappy with the bankruptcy court's first holding, Debtor timely cross-appealed.
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STANDARD OF REVIEW
The relevant facts are undisputed. We review de novo the bankruptcy court's
conclusions of law. Pierce v. Collection Assocs., Inc. (In re Pierce), 779 F.3d 814,
817 (8th Cir. 2015). The issues presented appear to be matters of first impression.
DISCUSSION
A bankruptcy court may not allow a claim that is unenforceable against the
debtor, unless the claim is only unenforceable because it is contingent or unmatured.
11 U.S.C. § 502(b)(1). With respect to the bankruptcy court's first holding, Debtor
argues Lariat's claim against Debtor's spouse has been paid in full and is therefore
unenforceable against Debtor. We agree.
The bankruptcy court correctly noted Debtor's liability to Lariat arises under
the Minnesota Uniform Fraudulent Transfer Act, MINN. STAT. §§ 513.41-513.51.4
And Debtor's liability to Lariat arises only under those provisions: Debtor was
neither a party to the lease between Lariat and Baja Sol nor a guarantor of Baja Sol's
performance under the lease.
However, as we held in Lariat's appeal from the bankruptcy court's initial
determination that Lariat's claim against Debtor's spouse should be capped at
$445,272.93, MINN. STAT. §§ 513.41-513.51 do not create a "new" claim. Lariat
Cos., Inc. v. Wigley (In re Wigley), 533 B.R. 267, 272-73 (B.A.P. 8th Cir. 2015).
A predicate claim is required.
4
On August 1, 2015, the name of this act was changed to the Minnesota
Uniform Voidable Transactions Act, and many of its provisions were amended.
2015 Minn. Sess. Laws Serv. Ch. 17 (S.F. 1816) (West).
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The Minnesota Uniform Fraudulent Transfer Act is not
substantive in nature, but instead merely confers an
alternate remedy for protecting preexisting creditor rights.
The creditor rights a party seeks to enforce must exist
under independent law, such as contract law. The purpose
of the statute is to grant creditors additional enforcement
possibilities when a debtor transfers his assets to a third
party.
Deford v. Soo Line R. Co., 867 F.2d 1080, 1087 (8th Cir. 1989) (citations omitted)
(emphasis added).
Lariat's predicate claim was the guaranty judgment. But for MINN. STAT.
§§ 513.41-513.51, it would have had no claim against Debtor. Lariat's preexisting
creditor rights were thus those that led to and flowed from the guaranty judgment,
primarily–if not exclusively–the right to collect on that judgment. Those creditor
rights are the only creditor rights protected by the alternate remedy conferred by
MINN. STAT. §§ 513.41-513.51. And those creditor rights have been extinguished.
The bankruptcy court ultimately capped Debtor's spouse's liability under the
guaranty judgment at $553,271.00. Debtor's spouse has paid Lariat that amount, plus
interest. Lariat's predicate claim has thus been satisfied: Lariat cannot recover any
additional amount from Debtor's spouse. That being so, there are no preexisting
creditor rights left for MINN. STAT. §§ 513.41-513.51 to protect in this case.
Consequently, Lariat no longer has a claim against Debtor.
This conclusion is entirely in keeping with both the language and the spirit of
MINN. STAT. §§ 513.41-513.51, which limit a creditor's recovery to "the value of the
asset transferred . . . or the amount necessary to satisfy the creditor's claim, whichever
is less." MINN. STAT. § 513.48(b)(1) (emphasis added). If Lariat were allowed to
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recover any amount from Debtor, Lariat's recovery under the guaranty judgment
would be more than the amount necessary to satisfy its predicate claim.5
CONCLUSION
For the reasons stated, we vacate the bankruptcy court's February 9, 2018 order
allowing Lariat's claim against Debtor in the reduced amount of $308,805.00 and
remand for entry of an order disallowing Lariat's claim in its entirety.6
5
At oral argument, Lariat's counsel conceded if, instead of filing bankruptcy,
Debtor's spouse had paid Lariat the full amount it was owed under the guaranty
judgment, Lariat would no longer be entitled to enforce the fraudulent transfer
judgment against Debtor. Because the bankruptcy court capped the amount Lariat
could recover under the guaranty judgment, and because Lariat has been paid that
capped amount, the result here is the same.
6
In light of our conclusion that Lariat no longer has a claim against Debtor, we
do not reach the question of whether the bankruptcy court correctly concluded
§ 502(b)(6) capped the allowed amount of Lariat's claim against Debtor.
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