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