MEMORANDUM DECISION AND ORDER GRANTING SUMMARY JUDGMENT AND DISMISSING THE COMPLAINT
This case concerns the extent of in per-sonam rеlief that a court can grant to a buyer under Bankruptcy Code § 363(f). Morgan Olson LLC (“Morgan”) purchased the debtor’s assets at a bankruptcy sale free and clear of liens, claims and interests. The sale order also exonerated Morgan from certain successor liability claims. John and Denise Frederico (the “Frederi-cos”) subsequently sued Morgan as the debtor’s successor, contending that they were injured after the bankruptcy sale by a product manufactured and sold by the debtor before the bankruptcy.- In response, Morgan commenced this adversary proceeding for declaratory and injunctive relief barring the Fredericos from proceeding against Morgan in state court, and each side moved for summary judgment. For the reasons that follow, the Frederi-cos’ motion is granted, Morgan’s motion is denied, and the complaint is dismissed.
BACKGROUND
Except as noted, the material facts are not disputed. At all relevant times, Grumman Olson Industries, Inc. (“Grumman” or the “Debtor”) designed, manufactured and sold products for the truck body industry that were mounted on chassis sold by Ford Motor Company and General Motors Corporation (“GM”). On December 9, 2002, Grumman filed a chapter 11 petition in this Court.
A. The Sale
On July 1, 2003, this Court entered an Order approving the sale of certain of the Debtor’s assets (the “Lot 2 Assets”) to MS Truck Body Corp., a predecessor of Morgan (collectively, “Morgan”) pursuant to Bankruptcy Code §§ 363 and 365. (Order Pursuant to Sections 363 and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6001 and 6006 (I) Approving the Sale by the Debtor of Certain of Its Operating Assets, Free and Clear of Liens, Claims and Encumbrances, (II) Approving the Assumption and Assignment by the Debtor of Certain Associated Executory Contracts and Unexpired Leases, and (III) Granting Other Related Relief, dated July 1, 2003 (“Sale Order”) (ECF Doc. *246 # 206, filed in Case No. 02-16131).) 1 The Sale Order included certain provisions that bear on the present controversy, and in particular, on Morgan’s potential liability for tort claims arising after the sale from allegedly defective products manufactured and sold by Grumman prior to the sale. First, the Sale Order granted in rem relief; the Lot 2 Assets were transferred free and clear of any claims against the estate. In other words, a creditor could not seek to collect its claim against the estate from the assets sold to Morgan:
The sale ... of the assets to be purchased under the Lot 2 APA (the “Lot 2 Assets”) shall be free and clear of all ... claims ... and other interests ... and all debts arising in any way in connection with any acts of the Debtor, claims (including but not limited to “claims” as that term is defined in the Bankruptcy Code) ... and matters of any kind and nature, whether arising prior to or subsequent to the commencement of this Chapter 11 case ... (the foregoing collectively referred to as “Claims”) ... and holders thereof shall be permanently enjoined from asserting such against the Lot 2 Assets and the [sic ] shall look solely to the proceeds of the sale.
(¶ Q; accord ¶¶ 4,14.)
Second, the Sale Order released Morgan from in personam liability for certain claims:
[T]he Purchaser shall have no liability or responsibility for any liability or other obligation of the Debtor arising under or relatеd to the Lot 2 Assets other than for the purchase price payable under the Lot 2 APA. Without limiting the effect of the foregoing, the transfer of the Lot 2 Assets ... will not subject the Purchaser to any liability for claims against the Debtor or the Lot 2 Assets, including, but not limited to, claims for successor or vicarious liability, by reason of such transfer under the laws of the United States, any state, territory or possession thereof or the District of Columbia applicable to such transactions. The Purchaser shall not be deemed, as a result of the consummation of the transaction contemplated by the Lot 2 APA to: (a) be the successor of the Debtor; (b) have, de facto or otherwise, merged with or into the Debtor; (c) be a mere continuation or substantial continuation of the Debtor or the enterprise of the Debtor; or (d) be responsible for any liability of the Debtor or for payment of any benefit accruing to the Debtor, except as specifically provided for in the Lot 2 APA.
(¶ 19 (emphasis added); accord ¶ S (purchaser shall not “be deemed to have ‘successor’ liability or responsibility for claims against or obligations of the Debtor arising prior to or as a result of the purchase and sale of the Lot 2 Assets hereunder”).)
The Court retained jurisdiction, inter alia, “to interpret, implement and enforce the provisions of this Order.” (Sale Order at ¶ 20.)
By order dated October 31, 2005, the Debtor and the Official Committee of Unsecured Creditors confirmed a joint liquidating plan. (Order Confirming First Amended Joint Liquidating Chapter 11 Plan of Reorganization of Grumman Olson Industries, Inc. Proposed by the Debt- or and Its Official Committee of Unsecured Creditors, dated Oct. 31, 2005 (ECF Doc. #418, filed in Case. No. 02-16131).) The Court signed the Final Order and Decree, dated Dec. 29, 2006 (ECF Doc. # 506, filed in Case. No. 02-16131), 2 and *247 thereafter reopened the case “for the limited purpose of determining the effect of the [Sale Order] issued by the Court on the parties to the Frederico Action.” (Order Granting Motion to Reopen the Case Pursuant to Section 350(b) of the Bankruptcy Code and Rule 5010 of the Federal Rules of Bankruptcy Procedure for the Limited Purpose of Determining the Effect of the Sale Order on the Parties to the Frederico Action, dated Mar. 18, 2010, at ¶ 2 (ECF Doc. # 518, filed in Case. No. 02-16181).)
B. This Adversary Proceeding
On October 8, 2009, the Fredericos, defendants in this adversary proceeding, commenced a personal injury action against Morgаn and others in the Superior Court of New Jersey. According to their Amended Complaint, 3 Ms. Frederico, a FedEx employee, sustained serious injuries on October 15, 2008 when the FedEx truck she was driving hit a telephone pole. The Fredericos alleged, inter alia, that the FedEx truck involved in the accident was manufactured, designed and/or sold by Grumman in 1994, (see Amended Complaint ¶ 1, at 3), and was defective for several reasons. (Id. ¶ 4, at 3.) The Amended Complaint asserted that Morgan continued Grumman’s product line, and was, therefore, liable to the Fredericos as a successor to Grumman under New Jersey law. (Id. ¶¶ 6-11, at 34.)
On March 24, 2010, Morgan commenced this adversary proceeding for declaratory and injunctive relief. (See Complaint in Adversary Proceeding, dated March 24, 2010 (“Complaint”) (ECF Doc. # 1).) Morgan alleged that the Sale Order and the accompanying Asset Purchase Agreement exonerated it from any liability arising from products manufactured and sold prior to the sale, including liability under state successor liability laws. (Complaint at ¶ 8.) According to the Complaint, the truck involved in the accident was manufactured and sold by Grumman prior to the bankruptcy sale, (Complaint at ¶¶ 13, 14, 17); hence, the Court should declare that §§ 363 and 365 and the Sale Order freed Morgan from successor liability and direct the Fredericos to dismiss Morgan from the state court action. (Complaint at p. 5.)
In July and August 2010, both sides moved for summary judgment. They dispute whether Grumman had a role in designing, manufacturing or selling the FedEx truck at issue. (Compare Statement of Undisputed Material Facts per Local Rule 7056-1 (b) in Support of Motion for Summary Judgment in Favor of Denise Frederico and John Frederico, dated July 29, 2010, at ¶ 3 (ECF Doc. # 9) with Plaintiffs Response in Opposition to Defendant’s Motion for Summary Judgment Pursuant to Fed.R.Civ.P. 56. Fed. R. Bankr.P 7056 and LBR 7056-1, dated Aug. 24, 2010, at ¶3 (ECF Doc. #14).) The factual dispute, though critical to the question of Morgan’s potential liability, is immaterial to the resolution of the meaning of the Sale Order. Instead, the motions present a straightforward, threshold legal question: does the Sale Order exonerate Morgan from liability to the Frederi-cos?
DISCUSSION
A. Jurisdiction
The Fredericos contend that this Court lacks subject matter jurisdiction over Morgan’s adversary proceeding. It is well-settled that a bankruptcy court retains jurisdiction to interpret and enforce
*248
its prior orders, especially where, as here, the bankruptcy court expressly retains jurisdiction to do so.
Travelers Indem. Co. v. Bailey,
- U.S. -,
After the consummation of the sale and confirmation of the plan, Luan sent Marianne a letter declaring a default and demanding additional rent. Id. at 227. The demand sought excluded liabilities under the sale order, the plan and the confirmation order. Id. In response, Marianne filed a motion with the bankruptcy court seeking to enforce the sale order’s injunction as to excluded liabilities, and finding Luan in violation of the confirmation order for seeking to recover the excluded liabilities. Id.
Luan argued that the bankruptcy court lacked subject matter jurisdiction over Marianne’s motion, but the Court of Appeals disagreed. It held that Marianne’s motion was a core proceеding for three reasons. First, the dispute was based on rights established by the sale order, and was uniquely affected by and inextricably intertwined with the sale order. Second, the bankruptcy court retains post-confirmation jurisdiction to interpret and enforce its own orders. Third, the dispute involved an issue already before the bankruptcy court as part of the consideration of Luan’s administrative rent claim, which required the bankruptcy court to construe the lease. Id. at 229-31. The combination of these factors rendered Marianne’s motion core. Id. at 231. The Court left open whether the presence of any one of these facts alone would render the proceeding core. Id.
Two of the
Petrie
factors are present in this сase. The resolution of the dispute between Morgan and the Fredericos rests, in the first instance, on the rights created under the Sale Order. In addition, Morgan’s request for declaratory and injunc-tive relief asks the Court to interpret and enforce the Sale Order by enjoining the Fredericos from proceeding with them successor liability claims. The presence of these two factors renders the dispute core.
NWL Holdings, Inc. v. Eden Ctr., Inc. (In re Ames Dep’t Stores, Inc.),
Acсordingly, the Court has subject matter jurisdiction to interpret and enforce the Sale Order.
*249 B. The Scope and Effect of the Sale Order
Section 863(f)
4
of the Bankruptcy Code authorizes the trustee in certain circumstances to sell the estate’s interest in property “free and clear of any interest in such property of an entity other than the estate.” “Interests in property” as used in section 368(f) include “claims” that arise from the assets being sold.
In re Chrysler LLC, 576
F.3d 108, 126 (2d Cir.2009),
granting cert. & vacating judgment, Indiana State Police Pension Trust v. Chrysler LLC,
— U.S. -,
In addition, § 363(f) has been interpreted to authorize the bankruptcy court to grant
in personam
reliеf, similar to the discharge under Bankruptcy Code § 1141(d), that exonerates the buyer from successor liability, including liability for tort claims.
Motors Liquidation,
Except as provided in subsections (d)(2) and (d)(3) of this section and except as otherwise provided in the plan or in the order confirming the plan, after confirmation of a plan, the property dealt with by the plan is free and clear of all claims and interests of creditors, equity security holders, and of general partners in the debtor.
The in rem relief granted under the Sale Order is immaterial to the current dispute. The Fredericos are not attempting to collect their claim by liquidating the Lot 2 Assets; they are seeking in person-am relief against Morgan. Nevertheless, the Sale Order also includes several provi *250 sions, quoted above, that limit Morgan’s in personam successor liability. The Sale Order freed Morgan from successor liability for claims against the Debtor “arising prior to or as a result of the purchase and sale of the Lot 2 Assets.” (¶ S.) It provided that transfer of the Lot 2 Assets did not subject Morgan to any liability for claims against the Debtor “arising under or related to the Lot 2 Assets,” including claims for successor liability under non-bankruptcy law, “by reason of such transfer.” (¶ 19.) Finally, Morgan would not be deemed to be a successor of the Debtor or be responsible for “any liability of the Debtor” as a result of the consummation of the sale. (Id.)
Certain of these limitations on Morgan’s successor liability clearly do not apply. The Frederieos’ claims do not arise from or relate to the Lot 2 Assets. As Morgan concedes, the truck involved in the accident was not included as part of the sale. (Complaint at ¶ 13 (“The truck alleged to have been defective was actually manufactured and sold by Debtor prior to the asset sale in this Bankruptcy proceeding, and not by Morgan.”).) Furthermore, the Fre-dericos are not basing their claims on the transfer of the Lot 2 Assets or the consummation of the sale transaction. If Morgan had immediately resold the Lot 2 Assets to a third party, the Frederieos would not be suing Morgan in state court.
Instead, the Frederieos are basing their claims on what Morgan did
after
the sale. According to their state court Amended Complaint, Morgan is liable as a successor under New Jersey law because it “continued the product line since the purchase,” “traded upon and benefited from the goodwill of the product line,” “held itself out to potential customers as continuing to manufacture the same product line of Grumman trucks” and “has continued to market the instant product line of trucks to Federal Express.”
(Frederico Summary Judgment Motion,
Ex. C, at ¶¶ 7, 9-11.) The Sale Order did not give Morgan a free pass on future conduct, and the suggestion that it could is doubtful.
See Schwinn Cycling & Fitness Inc. v. Benonis,
C. Did the Frederieos hold a “Claim”?
The more difficult question is whether the Frederieos’ сurrent claim was a liability of the Debtor arising “prior to ... the purchase and sale of the Lot 2 Assets” within the meaning of the Sale Order. (¶ S.) Bankruptcy Code § 101(5)(A) defines “claim” to mean a “right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured.” Congress selected the broadest possible definition to ensure that “all legal obligations of the debtor, no matter how remote or contingent, will be able to be dealt with in the bankruptcy case.”
United States v. LTV Corp. (In re Chateaugay Corp.),
Despite its breadth, the term “claim” has its limits, particularly in the area of future tort claims. Initially, there are two types of future tort claims. The first category includes those who had pre-petition physical contact with or exposure to the debtor’s product but have not yet manifested symptoms or discovered their injury.
Kewanee Boiler Corp. v. Smith (In re Kewanee Boiler Corp.),
The second category of future tort claims consists of victims who are injured after consummation of an asset sale or confirmation of a plan as a result of a defective product manufactured and sold by the debtor prior to the bankruptcy. The Fredericos fall into this category. Dealing with this second category of future claims in a bankruptcy case raises a host of practical and constitutional issues as illustrated by the following hypothetical suggested by the Second Circuit in Cha-teaugay:
Consider, for example, a company that builds bridges around the world. It can estimate that of 10,000 bridges it builds, one will fail, causing 10 deaths. Having built 10,000 bridges, it becomes insolvent and files a petition in bankruptcy. Is there a “claim” on behalf of the 10 people who will be killed when they drive across the one bridge that will fail someday in the future? If the only test is whether the ultimate right to payment will arise out of the debtor’s pre-petition conduct, the future victims have a “claim.” Yet it must be obvious that enormous practical and perhaps constitutional problems would arise from rec *252 ognition of such a claim. The potential victims are not only unidentified, but there is no way to identify them. Sheer fortuity will determine who will be on that one bridge when it crashes. What notice is to be given to these potential “claimants”? Or would it suffice to designate a representative for future victims and authorize the representative tо negotiate terms of a binding reorganization plan?
Chateaugay,
Chateaugay,
which involved environmental claims rather than tort claims, adopted a “fair contemplation” test to distinguish between contingent or unmatured claims, which are “claims” within the meaning of § 101(5), and potential future tort claims, which are not. Under that test, a contingent or unmatured obligation is a “claim” if the occurrence of the contingency or future event that would trigger liability was “ ‘within the actual or presumed contemplation of the parties at the time the original relationship between the parties was created.’”
Chateaugay,
In
Epstein v. Official Committee of Unsecured Creditors (In re Piper Aircraft, Corp.),
The bankruptcy court appointed Professor David Epstein as the legal representative for future claimants who would suffer wrongful death, personal injury and property damage post-confirmation caused by aircraft or parts manufactured, sold, designed, distributed or supported prior to the confirmation date. 6 Id. Epstein subsequently filed a $100 million proof of claim based on statistical assumptions regarding the likely number of such claims. Id. The Creditors’ Committee, and later the debt- or, objected to Epstein’s claim on the ground that the future claimants did not hold claims within the meaning of 11 U.S.C. § 101(5). Id.
The bankruptcy court explored the various theories that courts had adopted to decide whether tort victims held claims: the accrued state law claim test,
7
the con
*253
duct test and the pre-petition relationship test.
8
In re Piper Aircraft Corp.,
The problem posed by this hypothetical has become reality here. We know that some planes in the existing fleet of Piper aircraft will crash, and we know that there may be injuries, deaths and property damage as a result. We also know that under theories of negligence and products liability, Piper, if it remains in existence, would be liable for some of these damages. Even so, there is no way to identify who the victims will be or to identify any particular prepetition contact, exposure, impact, privity or other relationship between Piper and these potential claimants that will give rise to these future damages.
Id. at 627.
The bankruptcy court sustained the objеction to Epstein’s claim, and the district court and the Eleventh Circuit affirmed. The Court of Appeals adopted a two part test — the “Piper” test — that combined the conduct and pre-petition relationship tests to determine whether a tort victim holds a “claim”:
[A]n individual has a § 101(5) claim against a debtor manufacturer if (i) events occurring before confirmation create a relationship, such as contact, exposure, impact, or privity, between the claimant and the debtor’s product; and (ii) the basis for liability is the debtor’s prepetition conduct in designing, manufacturing and selling the allegedly defective or dangerous product. The debtor’s prepetition conduct gives rise to a claim to be administered in а case only if there is a relationship established before confirmation between an identifiable claimant or group of claimants and that pre-petition conduct.
Piper,
The Fredericos’ right to payment fails to meet the
Piper
test and falls squarely within the
Chateaugay
hypothetical. It represents “the extreme case of pre-petition conduct that has not yet resulted in any tortious consequence to a victim.”
Chateaugay,
Equally important, the Frederi-cos did not receive adequate notice of the bankruptcy. To satisfy due process, a party seeking relief must provide “notice reasonably calculated, under all the circumstances, to apprise interested parties of the pendency of the action and afford them an opportunity to present their objections.”
Mullane v. Central Hanover Bank & Trust Co.,
The Fredericos could not have been identified as potential creditors prior to the sale or received adequate notice of the case, the sale, the confirmation or the deadline for filing a proof of claim. Even if the Fredericos knew about the case, the knowledge would be meaningless and there would be nothing for them to do. They could not file a claim based on an accident that occurred years later. In addition, the Fredericos’ rights were not protected through the appointment of a future claims representative and the creation of a trust to pay their claims. While such protective measures do not necessarily transform a non-“claim” into a “claim,”
see Kewanee Boiler,
Accordingly, the Court concludes that the Sale Order does not affect their rights to sue Morgan. Except for
Chrysler,
which is discussed below, every case that we have found addressing this issue has concluded for reasons of practicality or due process, or both, that a person injured after the sale (or confirmation) by a defective product manufactured and sold prior to the bankruptcy does not hold a “claim” in the bankruptcy case and is not affected by either the § 363(f) sale order or the discharge under 11 U.S.C. § 1141(d).
E.g., Piper,
Morgan misplaces its reliance on
Chrysler
and
General Motors
as examples of the rule that “a Bankruptcy Court may craft a Rule 363 Order that permits assets to pass to a purchaser free and clear of successor liability claims.”
(Plaintiff’s Memorandum of Law in Support of Its Motion fоr Summary Judgment Pursuant to Fed.R.Civ.P. 56, Fed. R. Bankr.P. 7056 and LBR 7056-1,
dated July 14, 2010, at 5 (ECF Doc. # 6).) As noted, § 363(f) authorizes the Court to absolve the buyer of
in personam
liability for
pre-confirmation
claims in a chapter 11 case. The rule does not extend to potential future tort claims of the type now asserted by the Frederi-eos, and the GM sale order did not grant the buyer this relief. To the contrary, the buyer in GM assumed “all product liability claims arising from accidents or other discrete incidents arising from operation of GM vehicles occurring subsequent to the closing of the 363 Transaction,
regardless of when the product was purchased.” In re Gen. Motors Corp.,
D. Successor Liability Under New Jersey Law
The sole relief sought in the Complaint was a declaration that the relevant provisions of the Bankruptcy Code and the Sale Order absolved Morgan of successor liability and an order directing the Fredericos to dismiss Morgan from their state court action. Having concluded that the Freder-icos’ claim is not affected by the Sale Order and that injunctive relief is, therefore, inappropriate, the Court has exhausted its post-confirmation jurisdiction.
See Petrie,
E. Conclusion
The Fredericos’ cross-motion for summary judgment is granted and Morgan’s motion for summary judgment is denied. The Clerk of the Court is directed to enter a judgment dismissing the Complaint.
So ordered.
Notes
. Unless otherwise noted, the ECF Doc. # s refer to entries in Adv. Proc. No. 10-3052.
. The Clerk did not close the case until October 27, 2008.
. The Fredericos' Amended Complaint is attached as Exhibit C to the Memorandum of Law in Support of Motion for Summаry Judgment in Favor of Denise and John Frederico, dated July 29, 2010 ("Frederico Summary Judgment Motion ”) (ECF Doc. # 9).
. Section 363(f) states:
The trustee may sell property under subsection (b) or (c) of this section free and clear of any interest in such property of an entity other than the estate, only if—
(1) applicable nonbankruptcy law permits sale of such property free and clear of such interest;
(2) such entity consents;
(3) such interest is a lien and the price at which such property is to be sold is greater than the aggregate value of all liens on such property;
(4) such interest is in bona fide dispute; or
(5)such entity could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest.
. Section 1141(c) states:
. The order appointing Epstein made no determination whether the future claimants held claims.
Piper,
. The аccrued state law claim or right to payment test was adopted by the Third Circuit in
Avellino & Bienes v. M. Frenville Co. (In re M. Frenville Co.),
. Under the conduct test, "a right to payment arises when the conduct giving rise to the alleged liability occurred.”
Piper Aircraft,
. I am not suggesting that someone who buys a defective product pre-petition but is not injured until after the bankruptcy has a pre-petition claim for his or her personal injury. For example, there are many GM cars currently on the road that were manufactured and sold prior to GM’s 2009 bankruptcy sale. Statistically, some will be involved in future accidents resulting in serious personal injury or death to the owner. The owners do not have "claims” in the GM case for injury or death that may or may not occur years from now.
See Fogel v. Zell,
. Douglas v. Stamco presents a fact pattern much closer to the Fredericos' situation. There, the affiliated debtors sold their assets to Genesis Worldwide II, Inc. (“Genesis”), free and clear of all liens and claims, other thаn permitted liens and assumed liabilities. (Order (A) Authorizing Sale of Substantially All of the Debtor's Assets Free and Clear [etc.], dated Nov. 16, 2001 ("Genesis Order ”), at ¶ 6) (Douglas v. Stamco, 6:08 Cv. 747 (N.D.N.Y.), ECF Doc. # 6, Ex. B).) In addition, the Genesis Order, at ¶ 14, provided that the purchaser would not be liable for any liabilities of the debtors "now existing or hereafter arising.” The plaintiff was injured approximately four years later while working with a machine allegedly manufactured and sold by one of the affiliated debtors. (Douglas v. Stamco, 6:08 Cv. 747 (N.D.N.Y.), ECF Doc. # 1, Ex. A, at ¶¶ 89.) Genesis moved to dismiss, relying on the exoneration provisions of the Genesis Order. (See Douglas v. Stamco, 6:08 Cv. 747 (N.D.N.Y.), ECF Doc. # 6, Ex. Attachment 5.) The plaintiff filed a six page response, primarily arguing that Genesis was a successor under New York state law. (See Douglas v. Stamco, 6:08 Cv. 747 (N.D.N.Y.), ECF Doc. #13.) He devoted one paragraph to the Genesis Order, arguing that under New York law, the Genesis Order сould not apportion liability and thereby affect the rights of a non-party. (Id. at 4.) In addition, New York law did not permit a sale free and clear of successor liability claims. (Id.) The District Court dismissed the complaint from the bench, and the Second Circuit affirmed.
The plaintiff in Douglas v. Stamco did not argue, as the Fredericos do, that he did not have a “claim” or that cutting off his rights denied him due process of law. Given the failure to raise these arguments and the caution expressed by the Second Circuit in Chrysler, Douglas v. Stamco cannot be read to support Morgan’s overarching argument that a sale order under § 363(f) can exonerate a purchaser from in personam liability for future torts where the future victim had no meaningful opportunity to participate in the bankruptcy or prosecute his claim.