In Re: Décor Holdings, Inc., 24-1301

Décor Holdings, Inc. (Debtors) filed for Chapter 11 bankruptcy in February 2019, owing United Parcel Service, Inc. (UPS) about $1.17 million under a pre-existing Carrier Agreement.
As part of bankruptcy proceedings, Debtors entered into an Asset Purchase Agreement (APA) to sell substantially all assets to RADG Holdings, LLC (Purchaser), which included certain executory contracts such as the Carrier Agreement.
Debtors issued notices and court filings designating the Carrier Agreement for assumption and assignment to the Purchaser, subject to resolving a disputed cure amount with UPS.
The Bankruptcy Court confirmed a liquidation plan and sale, with the Confirmation Order authorizing assumption and assignment of executory contracts included on an attached schedule, listing the Carrier Agreement with a cure amount "TBD in an amount not to exceed $60,000".
Post-confirmation, the Litigation Administrator (Ryniker) sued UPS to recover prepetition payments as preferential transfers, arguing that the Carrier Agreement was not properly assumed.
The Bankruptcy Court granted summary judgment for UPS, finding the contract was assumed; the District Court affirmed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Was the Carrier Agreement actually assumed and assigned?	Assumption and assignment did not occur; conditions (cure payment, executed agreement) unmet.	Contract was assumed/assigned by court order after closing and plan confirmation.	Agreement was assumed and assigned when conditions precedent in plan and order were met.
Is payment of cure amount a condition precedent for assumption?	Yes; assumption only effective upon cure payment by Purchaser.	No; adequate assurance or obligation to pay cure suffices under court order and bankruptcy law.	Payment was not a condition precedent—obligation/assurance sufficient.
Was evidence of executed assignment agreement or resolved cure required?	Yes; absence of such evidence means assumption/assignment did not occur.	No; legal effect of court orders and closing is sufficient for assumption/assignment.	No such evidence required; legal documents governed assumption.
Should bankruptcy court’s interpretation of its own order be deferred to?	No; court did not draft the order, so its interpretation should be reviewed de novo.	Yes; bankruptcy court is best positioned to interpret its own orders.	Deference given to bankruptcy court’s interpretation; no abuse of discretion found.

In re Casse, 198 F.3d 327 (2d Cir. 1999) (bankruptcy court’s interpretation of its own orders warrants appellate deference)
In re Aquatic Dev. Grp., Inc., 352 F.3d 671 (2d Cir. 2003) (deference to bankruptcy court on order interpretation)
In re Wireless Data, Inc., 547 F.3d 484 (2d Cir. 2008) (standards for assumption of defaulted executory contracts under § 365(b))
Belton v. GE Cap. Retail Bank, 961 F.3d 612 (2d Cir. 2020) (appellate review in bankruptcy cases)
Springfield Hosp., Inc. v. Guzman, 28 F.4th 403 (2d Cir. 2022) (summary judgment standard in bankruptcy appeals)