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567 B.R. 615
Bankr. D. Wyo.
2017
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Background

  • Debtor Red Eagle Oil, Inc. filed Chapter 11; r2 Advisors was appointed Plan Agent and substituted asPlaintiff after plan confirmation.
  • Prior to petition, Red Eagle operated four ExxonMobil-branded Retail Stores and held PMPA/BIP/loan agreements with ExxonMobil.
  • On May 12, 2011 Red Eagle transferred the four fuel-supply rights to Equitable; ExxonMobil consented to the arrangements through later actions.
  • Equitable began supplying the Retail Stores; Retailers executed promissory notes for BIP balances; Fast Lane did not sign a note and its loan was waived.
  • ExxonMobil claimed substantial debt; Red Eagle’s assets were later sold to Brad Hall & Assoc., Inc. with plan confirmation in 2013.
  • r2 Advisors retained an expert, Harrison, to value the transfers; the court found value but discounted residuals and concluded no fraudulent transfer.

Issues

Issue Plaintiff's Argument Defendant's Argument Held
Fraudulent transfer under §548 Red Eagle lacked equal value for the transfer Equitable provided reasonably equivalent value Not established; no fraudulent transfer
Interest and claim disallowance Plaintiff seeks pre/post-judgment interest and disallowance Denial of interest; claim not disallowed Interest denied; claim not disallowed
Initial transferee/conduit Equitable was initial transferee ExxonMobil was initial transferee Court does not resolve this due to other findings
Interest in property Red Eagle had property interest in fuel-supply rights No such interest Court finds Red Eagle had a property interest in the rights

Key Cases Cited

  • In re Brooke Corp., 541 B.R. 492 (Bankr. D. Kan. 2015) (fraudulent transfer standards; value and reasonable care in valuation)
  • Chartschlaa v. Nationwide Mut. Ins. Co., 538 F.3d 116 (2d Cir. 2008) (totality of circumstances and value considerations in transfer analyses)
  • Carter v. Pathfinder Energy Servs., Inc., 662 F.3d 1134 (10th Cir. 2011) (reasonableness of value and interpretation of financial arrangements)
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Case Details

Case Name: r2 Advisors, LLC v. Equitable Oil Purchasing Co. (In re Red Eagle Oil, Inc.)
Court Name: United States Bankruptcy Court, D. Wyoming
Date Published: Feb 27, 2017
Citations: 567 B.R. 615; Case No. 11-20857; Adv. No. 13-02024
Docket Number: Case No. 11-20857; Adv. No. 13-02024
Court Abbreviation: Bankr. D. Wyo.
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