Deltech Monomers OpCo, LLC
On March 5, 2026, Tankworx & Construction Services, LLC, Picou Group Contractors, LLC, Momentum Constructors, LLC, and Iberville Insulations, LLC (collectively, “Petitioning Creditors“) filed an Involuntary Petition for Relief under Chapter 7 of the Bankruptcy Code against Deltech Monomers Opco, LLC (“Deltech“). Deltech Monomers Opco (assignment for the benefit of creditors), LLC (“Assignee“) filed a Motion for Abstention and Dismissal of Involuntary Petition Pursuant to
On May 15, 2026, the Petitioning Creditors filed a Motion to Alter or Amend Judgment pursuant to
I. F.R.C.P. 9023
II. Petitioning Creditors’ Reasons for Reconsideration
A. Typographical Error
The Petitioning Creditors first contend that the court overlooked a key case due, ironically enough, to a typographical error in their objection to dismissal. The Petitioning Creditors’ cited “800 Cooper Fin., LLC v. Liu, 2019 WL 578725, at *3 (D.N.J. Oct. 10, 2019).” In its Original Opinion, the court noted in footnote 32 that it could not find that case cited by the Petitioning Creditors but believed they were referring to “800 Cooper Finance, LLC v. Liu, 2022 WL 855647 (D.N.J. Mar. 22, 2022).” The court‘s Original Opinion noted:
In 800 Cooper Finance, LLC v. Liu, [n. 32] a New Jersey federal district court applied Delaware law to nullify a certificate of cancellation and allow other causes of action to go forward against a canceled company. This decision may provide a useful roadmap for nullifying a Delaware certificate of cancellation, but it does not afford a bankruptcy court the power to move down that road without first having an eligible debtor to legitimize the involuntary bankruptcy.15
The Petitioning Creditors contend that the case they meant to cite was a related case, now correctly cited as “800 Cooper Fin., LLC v Liu, 2019 WL 5078725 (D.N.J. Oct. 10, 2019).” Both of these cases discuss the same certificate of cancellation by 800 Cooper Finance, LLC in January 2017. They both support the contention that a federal district court can proceed against a
Indeed, the Petitioning Creditors blur the distinct differences between whether a lawsuit can be brought to nullify a Delaware company‘s cancelation in federal district court and/or bankruptcy court outside of Delaware (clearly it can be) with the only issue in play now, that is a Delaware company‘s eligibility to be an involuntary debtor in bankruptcy. The distinction is illustrated nicely by
In In re McCloy,18 an involuntary petition was filed against a farmer. He consented to entry of the order for relief. Later, he filed an objection to the jurisdiction of the bankruptcy
Unlike the putative involuntary debtor in McCloy, the Assignee asserted the affirmative defense that Deltech is not eligible to be a debtor.20 The court ruled in the Assignee‘s favor, finding that “Deltech is not currently a legal entity and therefore is not a person eligible to be a chapter 7 debtor.”21 Even though Deltech could certainly be sued in a federal district court to nullify the cancelation, it is not eligible to be an involuntary debtor. In summary, the court‘s view is not changed by consideration of the case not originally presented due to typographical error.
B. New Cases Cited by Petitioning Creditors
The Petitioning Creditors cited the recent Fifth Circuit opinion in Matter of EP Energy E&P Co., L.P.22 for its holding that
As numerous cases have recognized, a bankruptcy court‘s determinative authority encompasses underlying matters, governed by state law, that necessarily would be resolved in the process of adjudicating core matters over which the bankruptcy court has federal statutory and constitutional subject-matter jurisdiction.23
The Petitioning Creditors also cited In re Two Wheels Props., LLC24 and In re ABZ Ins. Servs., Inc.25 in support of their argument that this court has authority to decide whether to nullify Deltech‘s Certificate of Cancellation concurrently with its decision as to eligibility to be a debtor. In both cases, the court applied Texas law to determine whether a voluntary debtor was a “person” eligible to be a debtor pursuant to
C. Arguments Re-Urged by Petitioning Creditors
The Petitioning Creditors argue that Deltech remains in existence under Delaware law because it has not completed the winding up process. The Petitioning Creditors have already made this argument, and the court rejected it. As stated earlier, a motion to alter or amend
In an abundance of caution, the court will address the case of Mohr v. MLB Sub I, LLC,27 a case previously cited by the Petitioning Creditors for a different proposition28 but now cited for their contention that a limited liability company that filed a certificate of cancellation still exists if it has not completed winding up its affairs. In Mohr, MLB Sub I, LLC (“MLB“) sought confirmation of a judicial sale. Mohr filed a motion to dismiss alleging that MLB no longer existed once it filed a certificate of cancellation with the Delaware Secretary of State. The court cited Trusa v. Nepo29 and held that Delaware law “permit[s] a certificate of cancellation only ‘upon the dissolution and winding up of the company.’ ... MLB has not completed the prerequisite winding up process and thus remained in existence.”30
The opinion in Mohr is not binding on this court. Absent a ruling from a binding court, this court is much more persuaded by the rulings of Delaware courts as to Delaware law. This court has found no binding case and no Delaware case holding that a company continues to exist if it files a certificate of cancellation before completing winding up its affairs, even though the certificate has not been nullified. While the court in Trusa did hold that “a certificate of
This court cited in its Original Opinion the decision of the Court of Chancery of Delaware in In re Reinz Wisconsin Gasket, LLC.32 That court held that “[w] hen a certificate of cancellation is filed for an entity, its ‘existence as [a] jural entit[y] cease[s].’ Its ‘legal existence ends.’ A defunct entity ceases to be a ‘body corporate.‘”33 It follows that once Deltech filed its certificate of cancellation, it ceased to exist as a “person” pursuant to Delaware law. As stated in the Original Opinion, “absent a court ruling (somewhere) nullifying the Certificate, it remains effective.”34
The Petitioning Creditors also contend that the court should take a second look at In re Opus East, LLC.35 In this court‘s Original Opinion, it found:
Opus East ... is distinguishable from the case at bar. In that case, the debtor filed a voluntary petition for relief under chapter 7. The chapter 7 trustee then sought, among other things, to revoke the certificate of dissolution of an entity against whom the estate presumably had a valid preference action. The issue of whether the debtor was a person eligible for bankruptcy relief was not before the court. The court cited the requirements for dissolution pursuant to
6 Del. Code § 18-804 and then revoked the preference target‘s certificate of dissolution, which of course does not have the force and effect of resurrecting a canceled company. 36
The Trustee asks the Court to revoke the certification of dissolution ... Under Delaware law, an LLC that seeks to dissolve ... “[s]hall make such provision as will be reasonably likely to be sufficient to provide compensation for claims ... based on facts known to the limited liability company, are likely to arise or to become known to the limited liability company within 10 years after the date of dissolution.”
Del.Code Ann. tit. 6, § 18–804(b)(3) . Failure to comply with the statutory requirements for winding up an LLC results in revocation or nullification of the certificate of cancellation. See Metro Commc‘n Corp., BVI v. Advanced Mobilecomm Techs., Inc., 854 A.2d 121, 139–140 (Del.Ch.2004). “[I]f the Court finds that an LLC‘s affairs were not wound up in compliance with the Delaware Limited Liability Company Act, it may nullify the certificate of cancellation, which effectively revives the LLC and allows claims to be brought by and against it.” Matthew v. Laudamiel, No. 5957–VCN, 2012 WL 605589, at *22, n. 148 (Del.Ch. Feb. 21, 2012). In this case, the Court has found that the Trustee has a valid claim for a preference and fraudulent transfer against Core. Therefore, the Court will grant the Trustee‘s request to revoke the dissolution certificate of Core.38
Whether Opus East conflated the Delaware concepts of dissolution and cancelation has no bearing on this case. It did not involve eligibility of an involuntary debtor. Instead, the chapter 7 trustee in a properly invoked bankruptcy case sought to nullify the certificate of dissolution or cancellation of a creditor against whom the estate had a preference action. A preference target is never subject to the threshold issue of eligibility to be an involuntary debtor.
The Petitioning Creditors also urge the court to look again at the case of In re TPG Troy, LLC.39 As stated earlier, a motion to alter or amend judgment should not be “used as a vehicle
In TPG Troy, the court heard, all at one time, the issues of the putative debtor‘s eligibility, whether the putative debtor‘s certificate of cancellation should be nullified, and whether the involuntary petition should be dismissed on other grounds. But that court dismissed the involuntary petition on other grounds and did not reach the issue of whether the putative debtor was eligible to be a debtor or whether the certificate of cancellation could be nullified by the bankruptcy court. 41
The court in TPG Troy held that the involuntary cases filed against the two putative debtors must be dismissed because 1) there was a bona fide dispute as to whether the petitioners held claims against the putative debtors, and 2) abstention was warranted under
In order [to] dismiss these cases under
section 303(h) or303(a) , the Court would likely have to determine whether the Troy Entities are liable as alter egos for the Issuer‘s debts and whether their dissolution was improper, both of which are contested issues. Because the Court finds two other grounds upon which to dismiss these cases, it is not necessary to delve into these fact-intensive inquiries.42
The Petitioning Creditors contend that this court should interpret the ruling by the court in TPG Troy as indicating that it had the power to nullify the certificate of cancellation but chose not to do so. That interpretation stretches the ruling to say the least. The court in TPG Troy only ruled
D. Deltech‘s Good Standing in Louisiana
The Petitioning Creditors next contend that they have newly discovered evidence showing that Deltech remains active and in good standing with the Louisiana Secretary of State. They contend that Deltech was issued a certificate of authority to transact business in Louisiana on July 14, 2021, and its last filing with the Louisiana Secretary of State was June 6, 2025. They argue for the first time that regardless of its cancellation in Delaware, Deltech “still exists under Louisiana law and may be a debtor in a bankruptcy the same as any other Louisiana entity.”43
This evidence, even if relevant to the Motion to Amend, was obviously available at the time of the hearing on dismissal. As the Fifth Circuit held in Life Partners, “[a] motion to alter or amend the judgment under Rule 59(e) ... cannot be used to raise arguments which could, and should, have been made before the judgment issued.”44 The Petitioning Creditors contend that even though they had access to this public record at the time the court ruled on dismissal, the court should nevertheless consider it. They cited In re Berg.45 In Berg, the court allowed a trustee to introduce, on reconsideration, a public record previously available because the trustee had been misled by the opposing party. The Petitioning Creditors do not allege that the Assignee misled them, but they contend, without any legal basis, that the Assignee should have informed
Regardless, whether Deltech is in good standing in Louisiana is not grounds for alteration or amendment of the order dismissing the case. Deltech was organized under Delaware law, and its continued existence is governed by Delaware law. The Petitioning Creditors acknowledged this in their objection to dismissal. They stated that Deltech “is a Delaware LLC, so Delaware law controls its legal existence as a ‘person’ for bankruptcy purposes.”46 Therefore, reconsideration is not warranted as to this issue.
However, the court will address the new Fifth Circuit case cited by the Petitioning Creditors – Alphonse v. Arch Bay Holdings, L.L.C.47 In that case, Alphonse filed suit against Arch Bay Holdings, L.L.C. (“Arch Bay“), the company he believed was responsible for foreclosing on his home, pursuant to the Fair Debt Collection Practices Act and Louisiana Unfair Trade Practices Act. Arch Bay argued that Alphonse had sued the wrong defendant and that its affiliate was the real party in interest. Alphonse argued that the two entities were not legally distinct. The district court cited Louisiana‘s conflict of laws statute,
[I]t is not clear that the liability of a limited liability company, or its “series,” to third parties like Alphonse is internal rather than external. After all, “the law of the state of incorporation normally determines issues relating to the internal affairs of a corporation,” but “[d]ifferent conflicts principles apply ... where the rights of third parties external to the corporation are at issue.”48
The Fifth Circuit reversed the dismissal and remanded for the district court “to consider the external/internal affairs conflict-of-law question under Louisiana law.”49 The opinion on remand did not reach a resolution of this issue.
In the case at bar, the only decision being challenged by this Motion to Amend is whether Deltech is a person eligible to be an involuntary debtor. The parties agreed at the outset that Deltech was organized under Delaware law, and Delaware law governs its existence. This court can think of nothing more uniquely internal than whether a company exists or not. Alphonse has no bearing on this case.
III. Stay the Case
In the alternative, the Petitioning Creditors contend that if the court declines to reconsider its Original Opinion, it should nevertheless stay the involuntary case while they pursue nullification elsewhere. The involuntary petition has already been dismissed. The case was reopened for the sole purpose of permitting the Motion to Amend to be considered. As such, the case has neither been reinstated nor has an order for relief been granted. Stated another way, there is nothing for this court to stay. Additionally, this is an argument that could have been urged by the Petitioning Creditors before the court ruled in its Original Opinion. For all these reasons, issuing a stay is denied.
The Petitioning Creditors finally contend that the court should certify a direct appeal to the Fifth Circuit pursuant to
(2)(A) The appropriate court of appeals shall have jurisdiction of appeals described in the first sentence of subsection (a) if the bankruptcy court, the district court, or the bankruptcy appellate panel involved, acting on its own motion or on the request of a party to the judgment, order, or decree described in such first sentence, or all the appellants and appellees (if any) acting jointly, certify that—
- (i) the judgment, order, or decree involves a question of law as to which there is no controlling decision of the court of appeals for the circuit or of the Supreme Court of the United States, or involves a matter of public importance;
- (ii) the judgment, order, or decree involves a question of law requiring resolution of conflicting decisions; or
- (iii) an immediate appeal from the judgment, order, or decree may materially advance the progress of the case or proceeding in which the appeal is taken; …50
In In re First River Energy, LLC,51 the court held that “[i]f any of the four conditions precedent are met, the bankruptcy court shall make the certification per
V. Conclusion
The request of the Petitioning Creditors to alter or amend the order dismissing the case is denied, as are the alternative requests to stay the case or to certify direct appeal to the Fifth Circuit. Denial of the request to certify direct appeal to the Fifth Circuit is without prejudice, as is any objection to that relief raised by the Assignee, including appealability. The court will enter a separate order in accordance with this Memorandum Opinion.
Baton Rouge, Louisiana, June 17, 2026.
/s/ Michael A. Crawford
MICHAEL A. CRAWFORD
UNITED STATES BANKRUPTCY JUDGE