Unit 82 Joint Venture v. Mediacopy Texas, Inc.
349 S.W.3d 42
Tex. App.2011Background
- Five Star Holding Company owned a 200,000 square foot warehouse at 1390 Don Haskins; 1320/1390 Don Haskins Ltd. held the lease.
- Mediacopy, Inc. leased the Premises in 1997 and invested about $3.8 million in improvements; lease allowed certain fixtures and required replacements with substantially same quality equipment.
- MTI and Infodisc Global Holdings, Inc. (d/b/a Mediacopy) are Delaware corporations; MTI used the Premises and later entered bankruptcy in 2004.
- ICBC loaned MTI/Infodisc; a security agreement and six promissory notes totaling $16.56 million were secured by MTI/Infodisc assets, including the Premises.
- California bankruptcy proceedings were filed (Oct. 22, 2004) and later dismissed (Dec. 5, 2005); California receivership ordered liquidation of MTI/Infodisc assets.
- Texas ancillary receivership was sought to liquidate assets, Landlord received no notice, and Robb Evans was appointed as Ancillary Receiver; an auction was planned for June 14–15, 2005.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the stay affected by bankruptcy violated jurisdiction | Landlord contends stay violation impeded its property interests. | ICBC/Receivers argued liquidation proceeded under proper authority; stay may not bar action. | Stay violation voids action; jurisdiction requires vacatur and dismissal. |
| Whether Landlord's property rights to improvements/fixtures/trade fixtures were determined properly | Landlord claimed ownership of improvements and fixtures on the Premises. | Receivers and MTI/Infodisc disputed ownership; assets liquidated under receivership. | Ownership resolved in ownership hearing; judgment of sale assets was void under stay. |
| Whether the ancillary Texas receivership and sale violated due process | Landlord sought injunctive relief to stop sales and asserted lack of notice. | Sale conducted under Texas order with liquidation intent; Landlord had notice issues but process followed. | Void action due to stay; necessary to dismiss proceedings. |
| Effect of derived judicial immunity on personal liability claims | Landlord pursued personal liability claims against Receiver/Auctioneer. | Receiver and Auctioneer shielded by derived judicial immunity. | Partial summary judgment granted; personal liability claims barred by immunity. |
Key Cases Cited
- Houston Pipeline Co. v. Bank of America, N.A., 213 S.W.3d 418 (Tex. App.—El Paso 2006) (automatic stay applies to property of the estate, including leasehold interests; stay violations void)
- Daubert v. Merrell Dow Pharms., Inc., 509 U.S. 579 (U.S. Supreme Court, 1993) (standard for admitting expert evidence)
- Continental Casing Corp. v. Samedan Oil Corp., 751 S.W.2d 499 (Tex. 1988) (an action taken in violation of the automatic stay is void, not merely voidable)
- A.H. Robins Co., Inc. v. Piccinin, 788 F.2d 994 (4th Cir. 1986) (existence of a stay and its application to creditors)
- Checkers Drive-In Rests., Inc. v. Commissioner of Patents & Trademarks, 51 F.3d 1078 (D.C. Cir. 1995) (stay and related proceedings considerations in regulatory/priority contexts)
- Crane v. Richardson Bike Mart, Inc., 295 S.W.3d 1 (Tex. App.—El Paso 2009) (standing and subject-matter jurisdiction considerations)