In re OMEGAS GROUP, INC., Debtor. XL/DATACOMP, INC., Plaintiff-Appellant/Cross-Appellee, v. John R. WILSON, Trustee, Defendant-Appellee/Cross-Appellant.
Nos. 92-5922, 92-5934.
United States Court of Appeals, Sixth Circuit.
Argued June 15, 1993. Decided Feb. 18, 1994.
16 F.3d 1443
Finally, we conclude that the district court did not abuse its discretion in concluding that the probative value of the prior acts was not substantially outweighed by the danger of unfair prejudice. Rule 404(b) safeguards against “the idea that one who commits a crime probably has a defect of character, and that someone who has such a defect is more likely than others to have committed the act in question.” 2 Jack B. Weinstein & Margaret A. Berger, Weinstein‘s Evidence ¶ 404[08] (1993). The district court minimized any possible prejudice arising from the admission of prior acts, however, by giving a limiting instruction to the jury prior to the admission of the evidence, see United States v. Feinman, 930 F.2d 495, 499 (6th Cir. 1991), and at the close of the evidence, which informed the jury that it was to consider the evidence only for the purposes set forth in
III.
For the reasons stated, the judgment of the district court is AFFIRMED.
John R. Wilson (argued), Ruck, Wilson & Cooper, Louisville, KY, Jonathan D. Goldberg, Cathy S. Pike, Goldberg & Simpson, Louisville, KY, J. Baxter Schilling (briefed), Louisville, KY, for John R. Wilson.
BATCHELDER, Circuit Judge.
Understandably, creditors of bankrupt debtors often feel like restaurant patrons who not only hate the food, but think the portions are too small.1 To press the analogy, they also don‘t like having to wait in line for a table, possibly being seated only to find out the kitchen has just closed. The bankruptcy court is a little like a soup kitchen, ladling out whatever is available in ratable portions to those standing in line; nonetheless, scarcity begets innovation in the hungry creditor‘s quest to get a little more than the next fellow. This case involves just such an effort. The creditor claimed the debtor defrauded it, and argued before the bankruptcy court, with partial success, that money paid to the debtor in the course of a business transaction was held in constructive trust since the debtor knew bankruptcy was imminent but assured the creditor otherwise. The district court agreed with this disposition. Since we hold that the bankruptcy court erred in applying the law of constructive trust to this bankruptcy situation, we reverse.
I.
While the parties do not generally dispute the underlying facts of this case, they do characterize them quite differently. Both parties, XL/Datacomp (Datacomp) and debtor Omegas2 (Debtor or Omegas) were “industry remarketers” (IRs) of “mid-range” IBM computers. The companies had “IR contracts” with IBM that enabled them to purchase IBM hardware at a discount, custom-tailor software for an individual purchaser, and then sell the “value-added” system to the retail purchaser.
In early 1990, the two companies entered into a course of business dealings that Datacomp describes as a “unique relationship” and a “type of joint venture” and which the Debtor describes as a “clandestine relationship.” Both parties agree that Omegas agreed to act as a middleman of sorts, ordering IBMs on behalf of Datacomp, taking a percentage down payment, ordering the computers, then taking the rest of the payment and sending full payment to IBM at the time of delivery.
According to the Debtor, in early 1990, IBM paid Datacomp $8 million to terminate its IR agreement and sign on to a new IR agreement, which would eliminate the “competitive advantage which existed between the IRs and IBM‘s regular sales force.” In order to come up with a new source of competitively priced IBMs, the Debtor explains, Datacomp approached Omegas (as well as other IRs still operating under the old IR agreements) and proposed that Omegas supply Datacomp with new IBM computers in exchange for a 4% of gross price commission. IBM would not know of this arrangement. Indeed, the Debtor claims that since Datacomp, as the purchaser from Omegas, the IR, would not be the “end-user” of the computers, this deal violated Omegas‘s IR agreement with IBM; for this reason, the Debtor points out, most of the transaction was arranged orally.
According to Datacomp, Omegas initially proposed this arrangement with Datacomp as a means to save itself from financial ruin. Datacomp explains that due to a misappropriation of funds within Omegas, Omegas owed IBM Credit Corp. (ICC) over $1.8 million. ICC declared the credit line to be in default on April 27, 1990. Omegas arranged a repayment schedule with ICC, but had to increase its volume of computer sales in order to make the payments. However, Ome-
Datacomp stresses that while Omegas was initiating this deal with Datacomp, it at no time disclosed to Datacomp any of these goings-on with ICC. Datacomp describes Omegas‘s relationship to it as “fiduciary,” with Datacomp relying on Omegas‘s trustworthiness and on the truth of its representations. The problems arose, Datacomp argues, because of Omegas‘s inability to convince IBM to lift or extend the firm ceiling on Omegas‘s credit line with ICC; without such an extension, Omegas could not process the orders Datacomp had placed. Omegas claims that ICC orally promised it a credit increase to $15 million at the time repayment was arranged, and that the Omegas principals/shareholders signed personal guarantees covering the $15 million credit line.
Between August 6 and 15, 1990, Datacomp sent Omegas orders for new IBM computers and down payments totalling $259,137. On August 29, Omegas sent Datacomp invoices totalling $618,759; Datacomp sent Omegas $587,763 by September 10. Shortly thereafter, Datacomp sent Omegas the balance due on the computers it had ordered; the total it paid reached $1,149,042. On September 12, Omegas‘s President, Jeffery Sanford, ordered the termination of all payments to IBM for computers on order. On September 19, representatives from the two companies met in Chicago; at the meeting Omegas informed Datacomp of its “financial problems,” and that Omegas was considering the option of filing bankruptcy. At the meeting, Omegas suggested that Datacomp lend it $1.6 million, which loan would, according to Omegas, “remove the prospects of bankruptcy ... and allow [it] to fulfill its contractual agreements with Datacomp.” Datacomp describes this suggestion as being more of a demand: “Omegas was holding Datacomp‘s funds and would not pay IBM unless Datacomp loaned Omegas [the money].”
After the meeting, Datacomp‘s counsel sent Omegas a letter accusing Omegas of fraud and demanding the return of the money already paid. On October 15, without Datacomp‘s knowledge or consent, Omegas requested that IBM cancel all deliveries. Omegas claims that this cancellation was necessary to render IBM‘s 5% cancellation fee a prepetition debt.
Omegas filed bankruptcy on October 16, 1990. Datacomp filed its complaint in this adversary proceeding in the bankruptcy court on October 26, 1990, seeking to recover the $1.1 million it paid Omegas by arguing that Omegas‘s fraud rendered all money it received pursuant to the deal subject to a constructive trust in Datacomp‘s favor, and thus not part of the bankruptcy estate, citing
After an expedited bench trial, the bankruptcy court held that Datacomp could recover $302,142 as held in a constructive trust by Omegas. In short, the bankruptcy court found that Datacomp entered into the agreement described above with Omegas, establishing a relationship which it characterized as “in a sense a joint venture,” and that, while Omegas was having some difficulty sorting out its credit line with IBM, things went more or less according to plan for a while. The court found, however, that on September 12, 1990, Jeffery Sanford, the president of Omegas, “realized he was in serious financial straits with IBM” and that Omegas would not be able to complete the deal. The court found that “on September 12, [sic] 13th and/or 14th,” Sanford terminated all further payments to IBM, but that after those dates Omegas continued to invoice Datacomp for the computers on order, and deposited a Datacomp check on September 17th. The court concluded that on September 12, “Sanford realized that Omegas was not going to be able to operate in its ordinary course of business with regard to its dealings with Datacomp,” and that this development gave rise to an affirmative “duty to disclose its financial problems to Datacomp.” The court therefore imposed a constructive trust on “all funds received [by Omegas] after September 12.”
Datacomp moved to amend the judgment to recover the full amount it had paid; the court denied this motion on February 13, 1991. The parties cross-appealed, the debtor seeking reversal and Datacomp continuing to argue that the entire amount paid should be included in the constructive trust and exclud-
II.
On appeal from district court review, this Court reviews a bankruptcy court decision for clear error as to findings of fact, and de novo as to conclusions of law.
III.
A.
The bankruptcy court‘s disposition of Datacomp‘s action, and the district court‘s affirmance, left no one satisfied. On appeal, Datacomp defends the judgment of the bankruptcy court, but argues that the court should have imposed the constructive trust on the entire amount of funds it tendered to Omegas prior to Omegas‘s filing for bankruptcy. Under Kentucky law, Datacomp contends, money “wrongfully” appropriated from an innocent party does not become the property of the recipient, but is considered to be held in constructive trust for the benefit of the aggrieved party. Datacomp maintains that it did not have merely a debtor/creditor relationship with Omegas, but a joint venture arrangement that imposed fiduciary duties on Omegas, which Omegas breached. From the start, Omegas misrepresented its financial state and its ability to provide Datacomp with the computers it wanted; as its situation worsened and IBM made it crystal clear that no more computers would be forthcoming, Datacomp asserts, Omegas made no effort to inform Datacomp of the impending disaster, knowing all the while that Datacomp would continue in good faith to send its checks on time. Datacomp points out that the Bankruptcy Code provides that “[p]roperty in which the debtor holds ... only legal title and not an equitable interest ... becomes property of the estate ... only to the extent of the debtor‘s legal title to such property, but not to the extent of any equitable interest in such property that the debtor does not hold.”
Omegas, on the other hand, thinks its situation prior to bankruptcy was no different from that of the typical business threatened with insolvency. As Omegas tells the tale, its principals thought the deal with Datacomp would pull it out of financial danger. While the numbers seemed to work as the companies put the deal together, problems arose with getting IBM to process delivery of the computers Omegas ordered on behalf of Datacomp, and IBM Credit ultimately refused to permit Omegas to increase its credit line so this could be accomplished. By the time its principals recognized that Omegas was sinking faster than they could bail, Omegas could not return Datacomp‘s money or take other action to avoid immediate loss to its other creditors due to the Bankruptcy Code‘s prohibition of preferential transfers immediately prior to filing for bankruptcy. Omegas denies that its principals committed fraud on Datacomp; instead, it maintains that all its people did was to try, in good faith, to salvage the deal until the last possible moment, and only then take prudent measures, as advised by counsel, to prepare for bankruptcy. To characterize this as fraud giving rise to a constructive trust, Omegas argues, does not comport with the Bankruptcy Code‘s system of equitable and orderly distribution of the debtor‘s assets; Omegas claims that Datacomp is not materially different from any other disappointed creditor.
B.
Nowhere in the Bankruptcy Code does it say, “property held by the debtor subject to a constructive trust is excluded from the debtor‘s estate.” Title
[p]roperty in which the debtor holds, as of the commencement of the case, only legal title and not an equitable interest, such as a mortgage secured by real property ... becomes property of the estate under subsection (a)(1) or (2) of this section only to the extent of the debtor‘s legal title to such property, but not to the extent of any equitable interest in such property that the debtor does not hold.
Courts, including the bankruptcy court in this case, which have excluded property from a debtor‘s estate as being subject to constructive trust, have done so on the authority of
For example, in Vineyard v. McKenzie (In re Quality Holstein Leasing), 752 F.2d 1009 (5th Cir. 1985),3 Clayton McKenzie, the president and whole owner of a company, Quality Holstein Leasing (QHL), bought a private airplane, arranging the financing through Borg-Warner. McKenzie registered the plane in his own name. After two years, he decided he wanted a new plane, so he traded in the old one. Borg-Warner arranged to transfer its security interest to the new aircraft, but apparently botched this effort. By the time Borg-Warner got its act together, McKenzie had transferred title of the new plane to QHL, and QHL had filed for Chapter 11 reorganization.
When QHL‘s bankruptcy trustee sought to sell the plane, Borg-Warner informed the court that it had the right to recoup the value of its original lien from the sale proceeds. It argued that either McKenzie or QHL had defrauded it, and that therefore under applicable state law the new plane was subject to a constructive trust. Assets held in constructive trust, Borg-Warner argued, did not become incorporated into the debtor‘s estate. The Quality Holstein Leasing court ultimately held in favor of the trustee, since Borg-Warner could properly assert no rights to the aircraft or proceeds of its sale based on QHL‘s having defrauded McKenzie, a bizarre allegation 4 the court was forced to deduce from the rather disorganized contentions put forth by Borg-Warner. “[A]ny
fraud by QHL upon McKenzie conferred on Borg-Warner no [additional] rights.” Id. at 1015.
The problem with the Fifth Circuit‘s analysis in Quality Holstein Leasing, and with the analyses of the vast majority of courts which have addressed bankruptcy claims based on constructive trust, is that a constructive trust is not really a trust.5 A constructive trust is a legal fiction, a common-law remedy in equity that may only exist by the grace of judicial action. As Professor Sherwin writes,
[t]he constructive trust remedy developed in equity, by analogy to the express trust arrangements in which one person holds legal title to property for the benefit of another. The same concept of separate legal and beneficial interests in property suggested a remedy for unjust enrichment: if, under principles of unjust enrichment, the defendant holds title to property that ought to belong to the plaintiff, the court will treat the defendant as a trustee, holding title for the plaintiff‘s benefit. At that point, however, the analogy to an express trust ends. The result of a constructive trust is a judicial decree ordering the defendant to convey the property to the plaintiff.... A constructive trust is merely a means by which the court can say that the defendant must relinquish to the plaintiff property that represents an unjust enrichment.
Sherwin, supra note 3, at 301. The distribution of assets in a bankruptcy case is based on an identification of what assets and liabilities the debtor has “as of the commencement of the case,” this being the exact moment the debtor files. Shirkey v. Leake, 715 F.2d 859, 863 (4th Cir. 1983). A debtor that served prior to bankruptcy as trustee of an express trust generally has no right to the assets kept in trust, and the trustee in bankruptcy must fork them over to the beneficiary. However, a claim filed in bankruptcy court asserting rights to certain assets “held” in “constructive trust” for the claimant is nothing more than that: a claim. Unless a court has already impressed a constructive trust upon certain assets or a legislature has created a specific statutory right to have particular kinds of funds held as if in trust,6 the claimant cannot properly represent to the bankruptcy court that he was, at the time of the commencement of the case, a beneficiary of a constructive trust held by the debtor.
Thus, the essence of the argument put forth by Borg-Warner and similarly situated claimants goes as follows: “Judge, due to debtor‘s fraud (or whatever), our property rights as beneficiaries of the constructive trust arose prepetition. Therefore, we stand not in the position of unsecured creditors,
Datacomp points out, correctly, that property rights in bankruptcy are determined only by reference to the state law of the jurisdiction. Datacomp further claims that under Kentucky law, Omegas‘s alleged fraud would give rise to a constructive trust imposed over all the money Omegas took unlawfully from Datacomp.7 What Datacomp, the bankruptcy court, the district court, and a number of other courts have failed to consider is that just because something is so under state law does not necessarily make it so under the Bankruptcy Code. As this court has previously noted, “[w]hile the nature and extent of the debtor‘s interest are determined by state law[,] ‘once that determination is made, federal bankruptcy law dictates to what extent that interest is property of the estate.‘” Bavely v. IRS (In re Terwilliger‘s Catering Plus, Inc.), 911 F.2d 1168, 1172 (6th Cir. 1990) (quoting N.S. Garrott & Sons v. Union Planters Nat‘l Bank of Memphis (In re N.S. Garrott & Sons), 772 F.2d 462, 466 (8th Cir. 1985)). Ultimately, “state law must be applied in a manner consistent with federal bankruptcy law.” Torres v. Eastlick (In re North American Coin & Currency, Ltd.), 767 F.2d 1573, 1575 (9th Cir. 1985).
The reluctance of Bankruptcy Courts to impose constructive trusts without a substantial reason to do so stems from the recognition that each unsecured creditor desires to have his particular claim elevated above the others. Imposition of a constructive trust clearly thwarts the policy of ratable distribution and should not be impressed cavalierly.
Stotler, 144 B.R. at 388 (quoting Neochem Corp. v. Behring Int‘l, Inc. (In re Behring Int‘l, Inc.), 61 B.R. 896, 902 (Bankr. N.D. Tex. 1986)). We now see and raise Judge Aspen. We think that
We do not address here property already impressed with a constructive trust by a court in a separate proceeding prepetition, in which case the claimant would be entitled to priority (although not superpriority to the trustee) as a secured creditor by virtue of the judgment. See
Datacomp claims that Omegas defrauded it. If that be the case, then the Code already provides a remedy. The Code specifically excepts from discharge “any debt ... for money, property, services, or an extension, renewal, or refinancing of credit, to the extent obtained by ... false pretenses, a false representation, or actual fraud,”
So why would a creditor who thinks the debtor has defrauded him bother to base his claim on constructive trust? The answer is simple: it is harder to prevail by arguing that a debt is nondischargeable. For example, to prove an exception under
that the debtor obtained money through a material misrepresentation that at the time the debtor knew was false or made with gross recklessness as to its truth. The creditor must also prove the debtor‘s intent to deceive. Moreover, the creditor must prove that it reasonably relied on the false representation and that its reliance was the proximate cause of loss.
In re Phillips, 804 F.2d 930, 932 (6th Cir. 1986). Although the creditor need only prove his reliance by a preponderance of the evidence, Grogan v. Garner, 498 U.S. 279, 111 S. Ct. 654, 112 L. Ed. 2d 755 (1991), the bankruptcy court must construe all exceptions to discharge “strictly,” with the benefit of any doubt going to the debtor. In re Ward, 857 F.2d 1082, 1083 (6th Cir. 1988). A second, and certainly more compelling reason to avoid pursuing a claim under
C.
The equities of bankruptcy are not the equities of the common law. Constructive trusts are anathema to the equities of bankruptcy since they take from the estate, and thus directly from competing creditors, not from the offending debtor.9 “Ratable distribution among all creditors” justifies the Code‘s placement of the trustee in the position of a first-in-line judgment creditor and bona fide purchaser for value, empowered to avoid certain competing interests (and even to nullify the debtor‘s “preferential” prepetition payments to otherwise entitled creditors) so as to maximize the value of the estate. To a party defrauded by the debtor, incorporating the proceeds of fraud in the debtor‘s estate may seem like allowing the “estate to benefit from property that the debtor did not own.” Quality Holstein Leasing, 752 F.2d at 1013. But as the Seventh Circuit has pointed out, “allowing the estate to ‘benefit from property that the debtor did not own’ is exactly what the strong-arm powers are about: they give the trustee the status of a bona fide purchaser for value, so that the estate contains interests to which the debtor lacked good title.” Belisle v. Plunkett, 877 F.2d 512, 516 (7th Cir. 1989) (criticizing Quality Holstein Leasing). The Code recognizes that each creditor has suffered disappointed expectations at the hands of the debtor; for this reason, it makes maximization of the estate the primary concern and entitlement to shares of the estate secondary. Imposing a constructive trust on the debtor‘s estate impermissibly subor-
Bankruptcy courts have believed themselves justified in imposing constructive trusts and ladling out portions of debtors’ estates’ assets because they are traditionally “courts of equity.” See, e.g., Quality Holstein Leasing, 752 F.2d at 1012. However, “whatever equitable powers remain in the bankruptcy courts must and can only be exercised within the confines of the Bankruptcy Code.” Norwest Bank Worthington v. Ahlers, 485 U.S. 197, 206, 108 S. Ct. 963, 969, 99 L. Ed. 2d 169 (1988); see also Childress v. Middleton Arms, L.P. (In re Middleton Arms, L.P.), 934 F.2d 723, 725 (6th Cir. 1991) (bankruptcy court‘s equitable powers “may only be used in furtherance of the goals of the Code“). As the Ninth Circuit noted in In re North American Coin & Currency, Ltd.,
[w]e necessarily act very cautiously in exercising such a relatively undefined equitable power in favor of one group of potential creditors at the expense of other creditors, for ratable distribution among all creditors is one of the strongest policies behind the bankruptcy laws.
767 F.2d 1573, 1575 (1985). As we have endeavored to explain,
IV.
In light of these provisions and in light of the overall purposes of the Code,
RALPH B. GUY, Jr., Circuit Judge, concurring in the result.
Although I concur in the result reached by the court, I would travel a different route to reach that result.
Section 544(a) of the Bankruptcy Code (
gives a bankruptcy trustee the rights and powers of a judicial lien creditor or a bona fide purchaser of real property and allows the trustee to avoid any transfer of property of the debtor or any obligation incurred by the debtor that is voidable by a judicial lien creditor or a bona fide purchaser of real property. This section therefore permits the trustee to bring property of the debtor into the bankruptcy estate.
In re Crabtree, 871 F.2d 36, 37 (6th Cir. 1989).
This strong-arm power, however, sometimes comes in conflict with the provisions of section 541(d) of the Bankruptcy Code (
The federal courts have differed in their resolution of the apparent conflict between section 544(a) and section 541(d). Some courts have held that § 541(d) prevails over the trustee‘s strong-arm powers under § 544(a). Other courts have rejected this approach, holding that sections 541(d) and 544(a) operate independently; specifically, these courts have reasoned that § 541(d) does not limit the trustee‘s avoidance powers under § 544(a) but instead qualifies § 541(a), which specifies the interests of the debtor in property that comprise the bankruptcy estate. Id. at 38 (citations omitted).
The bankruptcy trustee would have us embrace the latter position, contending that Congress did not intend the extent of the strong-arm power to be narrowed by section 541(d). He argues that to deprive the bankruptcy estate of funds that state law might find subject to a constructive trust, especially one created post-petition, would be to ignore the priorities set out in the Bankruptcy Code to the detriment of the debtor‘s other unsecured creditors. See In re North American Coin & Currency, Ltd., 767 F.2d 1573 (9th Cir. 1985). The trustee emphasizes that, in the instant case, Omegas commingled Datacomp‘s money with over $1,600,000 of money it received from other sources. Many of these deposits were from creditors that prepaid for goods or services to be provided by Omegas. None of these other creditors were afforded special protection by the bankruptcy court.
Datacomp, however, asserts that the trustee‘s powers as a judicial lien creditor are not as substantial with regard to personal property as they would be as a hypothetical bona fide purchaser of real property. See In re Mill Concepts Corp., 123 B.R. 938 (Bankr. D. Mass. 1991); In re Storage Technology Corp., 55 B.R. 479, 484 (Bankr. D. Colo. 1985) (“The law is clear in Colorado that, with regard to personalty, a beneficiary of a constructive trust or other equitable lien prevails over a judicial lien creditor. The law may be different with regard to realty, but for personal property the rule has remained unchanged for almost ninety years....“).
Even if, arguendo, we were to accept Datacomp‘s characterization of the bankruptcy trustee‘s powers, this would be of little help to plaintiff. Those circuits which have determined that the force of section 544(a) is overcome by a constructive trust created consistent with section 541(d) have only so held as to those trusts which came into being prepetition. “Where state law impresses property that a debtor holds with a constructive trust in favor of another, and the trust attaches prior to the petition date, the trust beneficiary normally may recover its equitable interest in the property through bankruptcy court proceedings.” Matter of Quality Holstein Leasing, 752 F.2d 1009, 1013-14 (5th Cir. 1985); see also Universal Bonding Ins. Co. v. Gittens & Sprinkle Enters., Inc., 960 F.2d 366, 372 (3d Cir. 1992); In re Howard‘s Appliance Corp., 874 F.2d 88, 95 (2d Cir. 1989) (“[W]e need not concern ourselves with whether section 544 of the Bankruptcy Code would mandate a result contrary to the one we reach today since the constructive trust imposed here attached prior to the filing of the Chapter 11 petition.” (citation omitted)); In re N.S. Garrott & Sons, 772 F.2d 462, 467 (8th Cir. 1985) (“The estate succeeds to only such title and rights in the property as the debtor had at the time the petition was filed.“).
It is well established that “[o]ne must look to state law ... to determine whether to impose a constructive trust on property within the debtor‘s possession.” In re Howard‘s Appliance Corp., 874 F.2d at 93; see also In re Terwilliger‘s Catering Plus, Inc., 911 F.2d 1168 (6th Cir. 1990). State law also defines the point at which property held by the debtor has been subjected to such a trust.
After the district court affirmed the decision of the bankruptcy court, the Kentucky Court of Appeals, in Commonwealth Cabinet for Human Resources v. Security of America Life Insurance Co., 834 S.W.2d 176 (Ky. Ct. App. 1992), held that a lien creditor has priority over a constructive trust beneficiary, if the lien creditor‘s interest attached to the property before the court created the constructive trust.1 The Security of America court concluded that “the constructive trust being a creature of equity did not come into existence until it was created by court order.” Id. at 180-81. See also Borg-Warner Acceptance Corp. v. First Nat‘l Bank of Prestonsburg, 577 S.W.2d 29 (Ky. Ct. App. 1979).
Accordingly, the most authoritative expression of Kentucky law provides that a constructive trust only comes into being at the time of its judicial creation. Therefore, at the time of debtor‘s bankruptcy filing, Datacomp did not have an equitable interest in the deposits it paid to Omegas. As this was so, the bankruptcy trustee‘s section 544(a) strong-arm power could not have been compromised by the operation of a post-petition constructive trust. The trust created by the bankruptcy court in the case at bar must be dissolved and the funds contained within committed to Omegas’ bankruptcy estate.