Logan v. JKV Real Estate Services (In re Bogdan)

KING, Circuit Judge,

concurring in part and dissenting in part.

Although I am constrained to partially concur in the panel majority’s decision, I write separately for two reasons. First, the majority’s position on standing depends entirely on the legality of the assignments under Maryland law, and because the assignments were not presented to the lower courts, their validity remains subject to question. My partial concurrence is thus subject to this caveat, in that the assignments may well be invalid. Second, I disagree with the view of my friends in the majority that the trustee is not subject to the defense of in pari delicto.

I.

I first briefly address the issue of standing and the problem of the assignments. In Caplin v. Marine Midland Grace Trust Co., 406 U.S. 416, 92 S.Ct. 1678, 32 L.Ed.2d 195 (1972), the Supreme Court held that a reorganization bankruptcy trustee lacked standing to assert claims against third parties on behalf of the holders of the debtor’s debentures. The Court premised its ruling on three bases: (1) the applicable bankruptcy statute failed to authorize the trustee to assert such claims; (2) the debenture holders, rather than the trustee, were obliged to decide whether to sue third parties; and (3) such claims asserted by the trustee may be inconsistent with independent actions pursued by debenture holders, enhancing the extent and complexity of the litigation. 406 U.S. at 428-34, 92 S.Ct. 1678. In this proceeding, as the majority observes, the second and third Caplin factors bear no relationship *516to the claims asserted by the Bogdan trustee. The determinative question thus implicates the first Caplin factor only, that is, whether the Bankruptcy Code authorizes the claims asserted in the Bogdan trustee’s adversary proceeding. See Cissell v. Am. Home Assurance Co., 521 F.2d 790, 792 (6th Cir.1975) (“As a creature of statute, the trustee in bankruptcy has only those powers conferred upon him by the Bankruptcy [Code].”).

By § 704(1) of the Bankruptcy Code, a Chapter 7 trustee is authorized to “collect and reduce to money the property of the estate.” 11 U.S.C. § 704(1). Because claims of the debtor constitute property of a bankruptcy estate under § 541(a)(1) of the Code, § 704(1) grants the debtor’s trustee the right to assert causes of action on behalf of the debtor. 11 U.S.C. §§ 541(a)(1), 704(1); see Polis v. Getaways, Inc., (In re Polis), 217 F.3d 899, 901 (7th Cir.2000) (noting that § 541(a) has “uniformly been interpreted to include causes of action”). If a claim belongs solely to the creditors, however, the debtor’s trustee has no standing to pursue it. Caplin, 406 U.S. at 434, 92 S.Ct. 1678. And whether a particular claim belongs to the debtor, thus constituting “property of the estate,” depends upon state law. Steyr-Daimler-Puch of Am. Corp. v. Pappas, 852 F.2d 132, 135 (4th Cir.1988); see also Official Comm. of the Unsecured Creditors of Color Tile, Inc. v. Coopers & Lybrand, LLP, 322 F.3d 147, 156-57 (2d Cir.2003) (holding that state law claims assigned to bankruptcy trustee belonged to debtor under Texas law and thus that trustee possessed standing).

Under Maryland law (which applies in this dispute), a cause of action arising in either contract or tort is generally considered to be an assignable claim. See Med. Mut. Liab. Ins. Soc’y of Md. v. Evans, 330 Md. 1, 622 A.2d 103, 116 (1993). The complaint filed by the Bogdan trustee alleges that the mortgage lenders have assigned to him state law claims of civil conspiracy, intentional misrepresentation, fraudulent concealment, negligence, and breach of contract. Because the trustee, as assignee, is the real party in interest under Maryland law, the causes of action alleged in the complaint constitute apparent claims of the debtor. Bacon & Assocs., Inc. v. Rolly Tasker Sails (Thailand) Co., 154 Md.App. 617, 841 A.2d 53, 66 (Ct.Spec.App.2004)(holding that an “ ‘assignment passes the title to the as-signee so that he is the owner of any claim arising from the chose and should be treated as the real party in interest’ ”) (emphasis added) (quoting 6A C.A. Wright, A.R. Miller, & M.K. Kane, Federal Practice and Procedure: Civil 2d § 1545, at 346 (1990)); cf. Williams v. Cal. 1st Bank, 859 F.2d 664, 666 (9th Cir.1988) (holding trustee lacked standing to bring suit on assigned claims in part because creditors remained “real party in interest”).

This analysis, however, is predicated entirely on the assumed validity of the assignments, a proposition we accept in viewing the complaint in the light most favorable to the trustee. See Fed.R.Civ.P. 12(b)(6); Lambeth v. Bd. of Comm’rs of Davidson County, N.C., 407 F.3d 266, 268 (4th Cir.2005) (“[W]e accept as true the factual allegations of the challenged complaint, and we view those allegations in the light most favorable to the plaintiff.”) (internal citations omitted). As I see it, the assignments here are likely invalid under Maryland law, which precludes the assignment of claims if it contravenes public policy. See, e.g., Pub. Serv. Comm’n of Md. v. Panda-Brandywine, LP, 375 Md. 185, 825 A.2d 462, 469 (2003) (relying on Restatement (Second) §§ 317-23 (1981) of Contracts that assignments are valid unless inoperative on grounds of, inter alia, public policy). In this proceeding, the *517trustee for the estate of a tortfeasor is seeking to sue the debtor’s joint tortfea-sors. Put simply, one of several thieves, purportedly acting on behalf of his victims, is suing his fellow thieves. The stench arising from such a proceeding — being pursued in a federal court of equity — cannot be concealed by any amount of perfume. And, under Maryland law, the joint-tortfeasor defendants are entitled to counterclaim against the trustee for contribution, on both the trustee’s contract and tort claims, if a judgment is rendered against them. See Md. Cts. & Jud. Proe. Code Ann. § 3-1402(a) (2004) (“The right of contribution exists among joint tort-feasors.”); see also Hartford Accident & Indem. Co. v. Scarlett Harbor Assocs., 109 Md.App. 217, 674 A.2d 106, 137 (Ct.Spec.App.1996) (“[Cjontribution is not limited to tort cases.”).

The pursuit of this proceeding thus appears to impose on the Bogdan trustee an untenable conflict of interest, in contravention of Maryland’s public policy. On the one hand, the trustee, as assignee, is suing the defendants for their tortious activities and, on the other, he must defend the debtor, admittedly a joint tortfeasor in those same illegal activities. See Md. R. Prof. Conduct 1.7, Conflict of Interest (barring attorney from representing clients if that representation will be materially limited by lawyer’s responsibilities to another client or to third person).1 Because — and only because — the bankruptcy and district courts have not had occasion to address the potential invalidity of the assignments, I concur in the standing aspect of the panel decision. As I see it, however, the assignments are probably invalid under Maryland law.

II.

Turning to the issue of the in pari delic-to defense, I disagree with the panel majority that the Bogdan trustee, as assignee of the claims, is only subject to defenses which the defendants could have raised against the mortgage lenders. The decisions upon which the majority relies on this issue, James v. Goldberg, 256 Md. 520, 261 A.2d 753 (1970), and Harris v. Max Kohner, Inc., 230 Md. 349, 187 A.2d 97 (1963), are inapposite — they stand for the mere proposition that equitable defenses which the defendants possess against the assignor may likewise be raised against the assignee. See James, 261 A.2d at 757 (“An unqualified assignment generally operates to transfer to the assignee all of the right, title and interest of the assignor in the subject of the assignment and does not confer upon the assignee any greater right than the right possessed by the assign- or.”); Harris, 187 A.2d at 100 (“[A] trustee for creditors stands in the shoes of his assignor and takes the property subject to all equities against the assignor.”) (internal quotation marks omitted). Although a trustee may stand in the shoes of credi*518tors, the James and Harris decisions do not support the proposition that the defendants are precluded from raising validly held defenses against the Bogdan trustee.

Furthermore, the defense of in pari de-licto is an equitable doctrine, and under Maryland’s formulation of that defense, the courts are to be concerned with “ ‘the policy of the law.’ ” Schneider v. Schneider, 335 Md. 500, 644 A.2d 510, 517 (1994) (quoting Cronin v. Hebditch, 195 Md. 607, 619-20, 74 A.2d 50 (Md.1950)); see also Tanvir Alam, Fraudulent Advisors Exploit Confusion in the Bankruptcy Code: How In Pari Delicto Has Been Perverted to Prevent Recovery for Innocent Creditors, 77 Am. Bankr.L.J. 305, 315 (2003)(“[I]n pari delicto is a highly flexible equitable doctrine easily adoptable to peculiar fact scenarios and crucially concerned with fair outcomes.”). Indeed, a court may strike the defense of in pari delicto “if the equities call for such a limitation,” but the “court may exercise ‘the [furthest] breadth of its discretion’ ” in determining its applicability. Brown & Sturm v. Frederick Road Ltd. P’ship, 137 Md.App. 150, 768 A.2d 62, 89 (Ct.Spec.App.2001) (quoting Goldman, Skeen & Wadler, P.A. v. Cooper, Beckman, & Tuerk, LLP, 122 Md.App. 29, 712 A.2d 1, 8 (Ct.Spec.App.1998)). Here, both the bankruptcy and district courts have properly exercised their discretion in that regard, and each has concluded that the trustee is subject to the in pari delicto defense in this proceeding. See Logan v. JKV Real Estate Servs., Inc. (In re Inner City Mgmnt., LLC), No. Civ. AMD 04-438, slip op. at *7, 2004 WL 964284 (D.Md. May 5, 2004); Logan v. Kramer, (In re Inner City Mgmnt., LLC), 304 B.R. 250, 254 (Bankr.D.Md. 2003).2 In my view, these rulings are not erroneous, and I therefore agree with these courts that the trustee is subject to the in pari delicto defense. Logan, No. Civ. AMD 04-438, slip op. at *7, 2004 WL 964284; Logan, 304 B.R. at 254.

Pursuant to the foregoing, I concur in part and dissent in part.

. In addition to the conflict of interest problems facing the Bogdan trustee, other public policy concerns are apparent. For example, some state courts have held that it is against public policy to permit a joint tort-feasor to purchase a cause of action from a plaintiff to whose injury the tortfeasor contributed. See, e.g., Int’l Proteins Corp. v. Ralston-Purina Co., 744 S.W.2d 932, 934 (Tex.1988); see also BHI Corp. v. Litgen Concrete Cutting & Coring Co., 214 Ill.2d 356, 292 Ill.Dec. 906, 827 N.E.2d 435, 438-39 (2005) (holding assignment of tort claims to settling defendants contravened public policy of Illinois' contribution scheme); Dejong v. B.P. Goodrich, Inc., 96 Mich.App. 36, 292 N.W.2d 157, 159-60 (1980) (holding assignment of wrongful death action to insurer of tortfeasor violated public policy); Coleman Powermate, Inc. v. Rheem Mfg. Co., 880 So.2d 329, 335 (Miss.2004) ("No jurisdiction has yet authorized one tortfeasor to bring an action against a joint tortfeasor as assignee of the wrongful death beneficiaries.”).

. One final point: as I see it, the lower courts incorrectly conflated the applicability of the in pari delicto defense with the issue of standing. The standing question is properly a separate issue from whether the defense of in pari delicto applies. See Official Comm. of Unsecured Creditors v. R.F. Lafferty & Co., 267 F.3d 340, 346 (3rd Cir.2001) (“An analysis of standing does not include an analysis of equitable defenses, such as in pari delicto. Whether a party has standing to bring claims and whether a party’s claims are barred by an equitable defense are two separate questions, to be addressed on their own terms.”).