Capmark Financial Group Inc. v. Goldman Sachs Credit Partners L.P.
2013 U.S. Dist. LEXIS 50992
| Bankr. S.D.N.Y. | 2013Background
- Capmark’s bankruptcy and 2006 LBO involved Goldman Lenders and affiliates; CFGI’s restructuring led to a 2010–2012 preference dispute in SDNY and then NY federal court.
- Plaintiffs allege Goldman Lenders were insiders (statutory or non-statutory) and that a $147 million transfer during May 2009 was an avoidable insider preference.
- Goldman Lenders and PIA Funds allegedly controlled CFGI/GMACCH via board seats, with successive loans and refinancings that benefited Goldman entities.
- Secured Credit Facility in 2009 allegedly substituted secured debt for unsecured debt to favor Goldman lenders in bankruptcy proceedings five months later.
- Plaintiffs sought to pierce corporate veil to attribute insider status to Goldman Lenders and PIA Funds; court dismissed AC with prejudice.
- Court’s Rule 12(b)(6) dismissal turned on failure to plead statutory insider status, lack of viable veil-piercing theory, and judicial-estoppel considerations.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Are Goldman Lenders statutory insiders under 11 U.S.C. §101(31)? | AC alleges insiders via PIA Funds’ control of GMACCH. | Goldman Lenders are separate entities; no direct insider status or veil piercing pled. | Insider status not pleaded; statutory-insider claim dismissed. |
| Can veil piercing establish insider status by linking Goldman Lenders to PIA Funds and The Goldman Sachs Group? | Plaintiffs should be able to aggregate entities through veil piercing. | No adequate facts show complete domination or misuse of the corporate form. | Veil piercing not established; statutory insider claim dismissed. |
| Are Goldman Lenders non-statutory insiders based on close relationship and arm’s-length transactions? | Close relationship with debtor; transactions not arm’s-length. | No close relationship or non-arm’s-length conduct shown; arm’s-length defense stands. | Non-statutory insider claim insufficient. |
| Does judicial estoppel bar the non-statutory insider claim due to prior bankruptcy proceedings? | No estoppel; representations in bankruptcy were arm’s-length. | Equitable estoppel applicable given prior positions to court. | Judicial estoppel bars the non-statutory insider claim. |
Key Cases Cited
- Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (plausibility pleading standard)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (U.S. 2007) (plausibility standard; nudge claims across line of relief)
- Enron Creditors Recovery Corp. v. Alfa, S.A.B. de C.V., 651 F.3d 329 (2d Cir. 2011) (defines insider status and bankruptcy context interpretations)
- United States v. Bestfoods, 524 U.S. 51 (U.S. 1998) (veil-piercing/domination considerations; corporate separate existence)
- NetJets Aviation, Inc. v. LHC Communications, LLC, 537 F.3d 168 (2d Cir. 2008) (veil-piercing requires domination plus injustice)