In re LECKIE SMOKELESS COAL COMPANY; New River Mineral Resources Company; Gould Resources, Incorporated, Debtors (Two Cases). UNITED MINE WORKERS OF AMERICA 1992 BENEFIT PLAN, and its Trustees; United Mine Workers of America Combined Benefit Fund, and its Trustees, Movants-Appellants, v. LECKIE SMOKELESS COAL COMPANY; New River Mineral Resources Company; Gould Resources, Incorporated, Royal Scot Minerals, Incorporated, Defendants-Appellees, and Unsecured Creditors Committee; Office of the United States Trustee, Parties-in-Interest. UNITED MINE WORKERS OF AMERICA 1992 BENEFIT PLAN, and its Trustees; United Mine Workers of America Combined Benefit Fund, and its Trustees, Movants-Appellants, v. LECKIE SMOKELESS COAL COMPANY; New River Mineral Resources Company; Gould Resources, Incorporated; Royal Scot Minerals, Incorporated, Defendants-Appellees, and Unsecured Creditors Committee; United States Trustee, Parties-in-Interest. In re LADY H COAL COMPANY, INCORPORATED; Consolidated Sewell, Incorporated; Sewell Coal Company; Leivasy Mining Corporation; Eastwood Construction, Incorporated, Debtors (Two Cases). LADY H COAL COMPANY, INCORPORATED; Consolidated Sewell, Incorporated; Sewell Coal Company; Leivasy Mining Corporation; Eastwood Construction, Incorporated, Debtors-Appellees, v. UNITED MINE WORKERS OF AMERICA 1992 BENEFIT PLAN, and its Trustees, Movant-Appellant, and United Mine Workers of America Combined Benefit Fund, and its Trustees, Movant, and International Union, United Mine Workers of America; District 17, United Mine Workers of America, Parties-in-Interest. LADY H COAL COMPANY, INCORPORATED; Consolidated Sewell, Incorporated; Sewell Coal Company; Leivasy Mining Corporation; Eastwood Construction, Incorporated, Debtors-Appellees, v. UNITED MINE WORKERS OF AMERICA 1992 BENEFIT PLAN, and its Trustees, Movant-Appellant, and International Union, United Mine Workers of America; District 17, United Mine Workers of America, Parties-in-Interest.
Nos. 96-1708, 96-1849, 96-1739 and 96-1850.
United States Court of Appeals, Fourth Circuit.
Argued July 18, 1996. Decided Oct. 29, 1996.
99 F.3d 573
Before MURNAGHAN and ERVIN, Circuit Judges, and PHILLIPS, Senior Circuit Judge.
Affirmed by published opinion. Judge MURNAGHAN wrote the opinion, in which Judge ERVIN and Senior Judge PHILLIPS joined.
MURNAGHAN, Circuit Judge:
Appellants in these consolidated cases are the 1992 UMWA Benefit Plan and the UMWA Combined Benefit Fund, both of which were established pursuant to the Coal Industry Retiree Health Benefit Act of 1992,
I.
The events spurring the enactment of the Coal Act have been described elsewhere, see, e.g., Blue Diamond Coal Co. v. Shalala (In re Blue Diamond Coal Co.), 79 F.3d 516, 518-20 (6th Cir. 1996); Davon, Inc. v. Shalala, 75 F.3d 1114, 1117-19 (7th Cir. 1996), cert. denied, --- U.S. ---, 117 S.Ct. 50, 136 L.Ed.2d 14 (1996); LTV Steel Co. v. Shalala (In re Chateaugay Corp.), 53 F.3d 478, 481-86 (2d Cir.), cert. denied, --- U.S. ---, 116 S.Ct. 298, 133 L.Ed.2d 204 (1995), and need not be thoroughly recounted here. In short, the pertinent facts are these. Beginning in 1946, coal miners received pension and health benefits pursuant to a series of employer-funded plans negotiated by their union, the United Mine Workers of America (“UMWA“), and the Bituminous Coal Operators Association (“BCOA“). LTV Steel Co., 53 F.3d at 481-85. From 1974 until 1978, non-pension benefits were provided under two plans—the 1950 UMWA Benefit Plan and the 1974 UMWA Benefit Plan—with the former providing benefits to miners who retired prior to January 1, 1976, and the latter providing benefits to miners who retired after that date. Id. at 482. In 1978, the UMWA and BCOA agreed partially to decentralize the scheme: they agreed that each miner retiring after January 1, 1976, would receive health benefits pursuant to a plan created and funded by his or her last employer, and that the 1974 UMWA Benefit Plan would provide health benefits only to those retirees who had been “orphaned“—that is, those retirees whose last employer had gone out of business. Id. at 482-83.
In the 1980s, the 1950 and 1974 plans began to face serious financial difficulties: the number of employers contributing to the plans declined, the number of orphaned miners increased, and the costs of health care soared. Id. at 483-84. Congress responded in 1992 by enacting the Coal Industry Retiree Health Benefit Act of 1992, Pub.L. No. 102-486, 106 Stat. 2776, 3036-56 (codified at
First, it established the UMWA Combined Benefit Fund (“the Fund“) by merging the 1950 UMWA Benefit Plan and the 1974 UMWA Benefit Plan. See
(i) a member of the controlled group of corporations ... which includes such signatory operator;
(ii) a trade or business which is under common control ... with such signatory operator; or
(iii) any other person who is identified as having a partnership interest or joint venture with a signatory operator in a business within the coal industry, but only if such business employed eligible beneficiaries....
Second, Congress established the 1992 UMWA Benefit Plan (“the Plan“).
II.
The instant appeals concern two separate cases arising from the Southern District of West Virginia. The pertinent facts concerning those cases are as follows.
A. UMWA 1992 Benefit Plan v. Leckie Smokeless Coal Co.
Appellees in the first of the two cases before us are Leckie Smokeless Coal Company, the New River Mineral Resources Company, and Gould Resources, Inc. Until January 1994, Leckie conducted coal mine operations in West Virginia. New River and Gould are affiliates of Leckie that own leases of coal lands located adjacent to Leckie‘s property. Together, the three companies have been assigned 140 beneficiaries for purposes of Combined Benefit Fund liability and, with respect to the 1992 UMWA Benefit Plan, are the last signatory employers of 87 retirees. Leckie has stated that its total Coal Act liabilities exceed $7 million and that its monthly premiums exceed $60,000.
Appellees have each filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code.3 Joseph C. Turley III, president of each of the three companies, wishes to sell Appellees’ assets pursuant to
After Appellees filed a motion with the Bankruptcy Court seeking permission to sell their assets to Royal Scot free and clear of such liabilities, an objection to the motion was filed by Appellants—the 1992 UMWA Benefit Plan and its Trustees and the UMWA Combined Benefit Fund and its Trustees. The Plan and Fund contended that the Bankruptcy Court could not extinguish successor liabilities arising under the Coal Act. On the Plan and Fund‘s motion, the objection was withdrawn from the Bankruptcy Court‘s consideration by Judge Elizabeth V. Hallanan of the Beckley Division of
The District Court held that (1) based upon the meaning of the phrase “successor in interest” as it is used in one of the implementing regulations of the Internal Revenue Code, see
If the proposed sale between Defendants [Appellees] and the Buyer goes through, although the Buyer will not be contributing the Defendants’ future obligations to the Funds, jobs will be created when the property is mined again and funds will be generated from which to pay some of Defendants’ debts, including their past due Coal Act obligations. If the sale does not go through, no one will be in a position to contribute Defendants’ future obligations to the Funds, no jobs will be created, and Defendants’ debts will not be paid, at least not until Defendants’ assets are sold in a piecemeal fashion, possibly generating less value than a sale such as this of all of Defendants’ assets. The Court believes the lesser of these evils is the greater good.
On April 29, 1996, the District Court issued a supplemental order, ruling that its decision involved “a controlling question of law as to which there is substantial ground for difference of opinion and immediate appeal may materially advance the ultimate termination of the litigation.” See
On May 2, 1996, the Bankruptcy Court ruled that the terms of the proposed sale were “fair and reasonable” and authorized the sale of Appellees’ assets free and clear of their Coal Act liabilities. Royal Scot, Appellees, the Fund, and the Plan have agreed that Appellees and Royal Scot will not close the sale until after the earlier of (1) fourteen days after the issuance of our opinion in the instant cases and (2) October 1, 1996.
B. 1992 UMWA Benefit Plan v. Lady H Coal Co.
Appellees in the second of the two cases before us are the Lady H Coal Company, Inc., Consolidated Sewell, Inc., Sewell Coal Company, Leivasy Mining Corporation, and Eastwood Construction, Inc.5 Appellees, each of whom operated coal mines in West Virginia, have filed voluntary petitions for bankruptcy relief under Chapter 11.6 With respect to the 1992 UMWA Benefit Plan, the five debtors are the last signatory employers of approximately 150 retirees.
Appellees filed a motion with the Bankruptcy Court seeking permission to auction their property, with the buyer or buyers taking the property free and clear of liens and encumbrances. Objections to the motion were filed by Appellant, the 1992 UMWA Benefit Plan, and by the United Mine Work-
Upon receiving the Bankruptcy Court‘s proposed findings, the District Court held that Judge Hallanan‘s opinion in Leckie Smokeless was “binding precedent and ... resolve[d] the objections filed by the 1992 Plan” and overruled the Plan‘s objections accordingly. The court noted that, in its proposed conclusions of law, the Bankruptcy Court had reached a conclusion similar to that reached by Judge Hallanan, and ruled that, under principles of stare decisis, it should adopt the Leckie Smokeless reasoning. The court further stated, though, that, “[s]hould Judge Hallanan revisit her Order, or should that Order meet with less than full agreement from the Court of Appeals, the Court would adopt in the alternative [the Bankruptcy Court‘s] fine analysis.” The Bankruptcy Court had suggested that, even if the purchasers of Appellees’ assets would be Appellees’ successors in interest, the Bankruptcy Court had the power under section 363(f)(5) of the Bankruptcy Code to issue a free and clear order absolving the purchasers of successor liabilities arising under the Coal Act. See
On May 6, 1996, the District Court issued a supplemental order pursuant to
On May 10, 1996, the Bankruptcy Court ruled that a bid of $4.5 million submitted by the Green Valley Coal Company was “fair and reasonable” and authorized the sale of Appellees’ assets free and clear of their Coal Act obligations. The transaction was subsequently executed. The parties have placed a portion of the sale proceeds into an escrow account, the disposition of which depends upon the outcome of the instant appeal.
C. Consolidation of the Appeals
On June 18, 1996, after the Plan and Fund timely appealed the district courts’ rulings, we issued an order consolidating the two cases, granting Appellants’ request to make interlocutory appeals, and expediting those appeals. The Plan and Fund believe that the district courts lacked jurisdiction to authorize sales free and clear of Appellees’ Coal Act liabilities, and that the district courts erred when they held that the purchasers of Appellees’ assets would not become, by making such purchases, Appellees’ successors in interest within the meaning of the Coal Act. The Plan also has taken the position that the District Court in Lady H erred when it held, in the alternative, that, even if the purchaser of the debtors’ assets would become the debtors’ successor in interest, the Bankruptcy Court could extinguish that successor liability by issuing a free and clear order pursuant to
III.
The Plan and Fund have argued that the district courts lacked subject matter jurisdiction to determine whether the purchasers of Appellees’ assets could take those assets free and clear of Coal Act successor liabilities. They have rested that argument upon the following contentions: (1) that the Plan and Fund do not have “claims” within the meaning of section 101(5)(A) of the Bankruptcy Code; (2) that the eight debtors have not sought approval of the sale of assets free
A. Claims
The Bankruptcy Code defines “claim” as 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.”
The Plan and Fund have argued that, because future Coal Act premiums have not yet been assessed, liability for those premiums does not yet exist, the Plan and Fund therefore cannot now assert claims to those premiums, and the district courts therefore cannot now issue orders concerning liability for those premiums. Appellants rely principally upon the Second Circuit‘s decision in LTV Steel Co. and upon our decision in River Place East Housing Corp. v. Rosenfeld (In re Rosenfeld), 23 F.3d 833 (4th Cir.), cert. denied, --- U.S. ---, 115 S.Ct. 200, 130 L.Ed.2d 131 (1994). Finding both cases distinguishable, we reject Appellants’ argument.
In LTV Steel Co., the Second Circuit observed that “it is clear that the existence of a valid bankruptcy claim depends on (1) whether the claimant possessed a right to payment,
and (2) whether that right arose before the filing of the petition.” Id. at 497. The court then rejected the debtor coal operator‘s argument that its obligations to the Combined Benefit Fund “constitute[d] pre-petition debts which must ... be disallowed because no timely proof of claim was filed.” Id. at 496-97. The court held that the Fund did not have a pre-petition right to premium payments because (1) the Coal Act was not enacted until six years after the debtor filed its petition for bankruptcy relief and (2) “where the statute imposing the liability has not been enacted, it would be impossible to find even the remotest ‘right to payment.‘” Id. at 497 (internal quotation omitted). In the cases at bar, the Coal Act was enacted prior to the dates on which the debtors filed for bankruptcy relief. Moreover, at the time those petitions were filed, it was established that, absent a change in the law, the debtors would be liable for future Coal Act premiums, the amount of which would be determined from time to time in accordance with the formulae described in the statute.
In River Place, we were asked to determine “whether a discharge in bankruptcy relieves a debtor from personal liability for postpetition assessments of cooperative housing dues.” Id. at 835. We answered that question in the negative, holding that the cooperative association‘s claim “arose from [the debtor‘s] continued postpetition ownership of the property and not from a pre-petition contractual obligation.” Id. at 837. In the instant cases, the debtors’ liability for Coal Act premiums has arisen from their pre-petition, rather than their post-peti
In accordance with Congress‘s desire that we interpret the term “claim” broadly, and in light of the statute‘s express indication that even unmatured and contingent rights to payment are to be regarded as claims, we hold that the Plan and Fund do have claims to future premium payments.
B. Interests in Property
Section 363(f) of the Bankruptcy Code authorizes the bankruptcy courts, under any one of five prescribed conditions, to authorize the sale of property “free and clear of any interest in such property of an entity other than the estate.”10
Coal Act obligations are not in the nature of an encumbrance on property of the debtor, nor are they enforceable through an in rem action, nor do they arise from ownership of property. Those obligations, therefore, cannot be subject to a free and clear sale under Section 363(f).
Appellants’ Brief at 27.
In Leckie Smokeless, citing WBQ Partnership v. Virginia Dep‘t of Medical Assistance Servs. (In re WBQ Partnership), 189 B.R. 97, 105 (Bankr. E.D. Va. 1995), the District Court stated that “[a] creditor has an ‘interest in the property’ of a debtor when he has a right to seek a future money payment from the debtor.” Because the Fund and Plan have a right to seek Coal Act premiums from the debtors, the court concluded that the Fund and Plan have interests in the debtors’ property. In Lady H, the District Court did not expressly address the issue; instead, it adopted the Bankruptcy Court‘s conclusion that the Plan has an interest in the debtors’ property and that its claim for premiums would attach to the proceeds of the sale of that property.
Though courts have not yet settled upon a precise definition of the phrase “interest in such property,” see Ninth Ave. Remedial Group v. Allis-Chalmers Corp., 195 B.R. 716, 730-32 (N.D. Ind. 1996), we find that the District Court in Leckie Smokeless applied an unduly broad interpretation of the statute when it stated that one has an interest in a debtor‘s property simply when one has a right to demand money from the debtor. We have previously observed, for example, that “courts have recognized that general, unsecured claims do not constitute ‘interests’ within the meaning of § 363(f).” Yadkin Valley Bank & Trust Co. v. McGee (In re Hutchinson), 5 F.3d 750, 756 n. 4 (4th
It is difficult to make further categorical observations concerning the intended meaning of the words “interest in“—indeed, the precise boundaries of the phrase likely will be defined only as the courts continue to apply it to the facts presented in the cases brought before them. Yet we hold that the Fund‘s and Plan‘s rights to collect premium payments from Appellees constitute interests in the assets that Appellees now wish to sell, or have sold already. Those rights are grounded, at least in part, in the fact that those very assets have been employed for coal-mining purposes: if Appellees had never elected to put their assets to use in the coal-mining industry, and had taken up business in an altogether different area, the Plan and Fund would have no right to seek premium payments from them. Because there is therefore a relationship between (1) the Fund‘s and Plan‘s rights to demand premium payments from Appellees and (2) the use to which Appellees put their assets, we find that the Fund and Plan have interests in those assets within the meaning of section 363(f).11
C. Declaratory Judgments and Injunctions
The Plan and Fund have argued that the district courts were stripped of subject matter jurisdiction by both the Anti-Injunction Act,
The Declaratory Judgment Act authorizes all United States courts to issue declaratory relief in cases within their jurisdiction “except with respect to Federal taxes other than actions brought under section 7428 of the Internal Revenue Code of 1986[or] a proceeding under section 505 or 1146 of title 11.”
As a preliminary matter, we note that the tax-exclusion provision of the Declaratory Judgment Act cannot be regarded as a jurisdictional bar, per se, because “[t]he Act does not itself confer subject matter jurisdiction, but, rather, makes available an added anodyne for disputes that come within the federal courts’ jurisdiction on some other basis.” Ernst & Young v. Depositors Economic Protection Corp., 45 F.3d 530, 534 (1st Cir. 1995); accord Skelly Oil Co. v. Phillips Petroleum Co., 339 U.S. 667, 671-72, 70 S.Ct. 876, 878-79, 94 L.Ed. 1194 (1950). We will therefore proceed under the assumption that Appel-
To determine whether the two statutes apply in the instant cases, we must first determine whether Coal Act premiums are taxes. We hold that they are. In United States v. City of Huntington, W. Va., 999 F.2d 71 (4th Cir. 1993), cert. denied, 510 U.S. 1109, 114 S.Ct. 1048, 127 L.Ed.2d 371 (1994), we ascertained whether a service fee imposed by a city was a tax by asking whether it had each of four features: “(a) An involuntary pecuniary burden, regardless of name, laid upon individuals or property; (b) Imposed by or under authority of the legislature; (c) For public purposes, including the purposes of defraying expenses of government or undertakings authorized by it; (d) Under the police or taxing power of the state.” Id. at 73 nn. 4 & 5 (quoting County Sanitation Dist. No. 2 of Los Angeles County v. Lorber Industries of California (In re Lorber Industries of California), 675 F.2d 1062, 1066 (9th Cir. 1982)); accord Williams v. Motley, 925 F.2d 741, 741-42 (4th Cir. 1991) (“In the absence of a statutory definition, the Supreme Court has defined taxes as ‘pecuniary burdens laid upon individuals, or their property, regardless of their consent, for the purpose of defraying the expenses of government or of undertakings authorized by it.’ “) (quoting City of New York v. Feiring, 313 U.S. 283, 285, 61 S.Ct. 1028, 1029, 85 L.Ed. 1333 (1941)). Applying that four-part test, the Second Circuit in LTV Steel Co. held that Coal Act premiums are taxes within the meaning of a priority provision of the Bankruptcy Code: they are involuntary pecuniary burdens imposed by Congress for the public purpose of restoring financial stability to coal miners’ benefit plans, and those burdens have been imposed as an exercise of Congress‘s taxing power.12 53 F.3d at 498. Finding the Second Circuit‘s reasoning persuasive, and discerning no basis for distinguishing the meaning of the word “tax” in the Bankruptcy Code from the use of that term in the two statutes at issue before us, we adopt the Second Circuit‘s reasoning as our own.
We must next determine whether the Anti-Injunction Act or the Declaratory Judgment Act barred the district courts from issuing the orders challenged here. We hold that they did not.
Though the Anti-Injunction Act concerns federal courts’ subject matter jurisdiction and the tax-exclusion provision of the Declaratory Judgment Act concerns the issuance of a particular remedy, the two statutory texts are, in underlying intent and practical effect, coextensive. Wyoming Trucking Ass‘n v. Bentsen, 82 F.3d 930, 932-33 (10th Cir. 1996)13; Perlowin v. Sassi, 711 F.2d 910, 911 (9th Cir. 1983) (per curiam) (stating that “[i]f [a] suit is allowed under the Anti-Injunction Act, it is not barred by the Declaratory Judgment Act“); Investment Annuity, Inc. v. Blumenthal, 609 F.2d 1, 4 (D.C. Cir. 1979), cert. denied, 446 U.S. 981, 100 S.Ct. 2961, 64 L.Ed.2d 837 (1980); Tomlinson v. Smith, 128 F.2d 808, 811 (7th Cir. 1942). The tax-exclusion provision was in fact added to the Declaratory Judgment Act in order to reaffirm the restrictions declared in the Anti-Injunction Act, Bob Jones Univ. v. Simon, 416 U.S. 725, 732 n. 7, 94 S.Ct. 2038, 2044 n. 7, 40 L.Ed.2d 496 (1974), and to prevent taxpayers from “us[ing] the Declaratory Judgment Act to do what they were prohibited from doing under the Anti-Injunction Act,” Eastern Kentucky Welfare Rights Org. v. Simon, 506 F.2d 1278, 1285 n. 11 (D.C. Cir. 1974), vacated on other grounds, 426 U.S. 26, 96 S.Ct. 1917, 48 L.Ed.2d 450 (1976); see also Alexander v. “Americans United” Inc., 416 U.S. 752, 759 n. 10, 94 S.Ct. 2053, 2057 n. 10, 40 L.Ed.2d 518 (1974) (observing
In South Carolina v. Regan, 465 U.S. 367, 104 S.Ct. 1107, 79 L.Ed.2d 372 (1984), the Supreme Court was asked to determine whether the Anti-Injunction Act barred the State of South Carolina from seeking injunctive and other relief in a suit challenging the constitutionality of a provision of the Internal Revenue Code that imposed a tax on interest earned from bearer bonds. Id. at 370-71, 104 S.Ct. at 1109-10. The Court held that the Anti-Injunction Act “was not intended to bar an action where ... Congress has not provided the plaintiff with an alternative legal way to challenge the validity of a tax.” Id. at 373, 104 S.Ct. at 1111. The Court observed that the statute has no recorded legislative history, but found that “the circumstances of its enactment strongly” supported the Court‘s finding: the Court observed that an earlier version of the statute provided an alternative legal avenue for challenging taxes—namely, a suit for a refund. Id. at 373, 104 S.Ct. at 1111. The Court further noted that, in cases in which it had held that the Anti-Injunction Act barred a suit, the taxpayers could have paid the disputed sums and then sued for refunds, and that it had previously declared that one of the central purposes of the Act was “to require that the legal right to ... disputed sums be determined in a suit for refund.” Id. at 374-76, 104 S.Ct. at 1112-13 (quoting Williams Packing Co., 370 U.S. at 7, 82 S.Ct. at 1129). The Court then held that, because the challenged tax would be imposed on bondholders, rather than on South Carolina, and because the State would have no direct means of challenging that tax, the Anti-Injunction Act did not bar the suit. Id. at 378-80, 104 S.Ct. at 1114-15.
In the cases at bar, we find that the debtors do not have any “alternative legal way” to challenge the imposition of Coal Act successor liability on the purchasers of their assets and that, consequently, neither the tax-exclusion provision of the Declaratory Judgment Act nor the Anti-Injunction Act barred the district courts from reaching the merits of the cases and ordering the appropriate relief. The debtors in the cases before us are, in many respects, in the same position that the State of South Carolina occupied in Regan: they need to know, not whether they can themselves be held liable for particular taxes, but whether those taxes can be assessed against a third party. More specifically, the debtors need to know whether they can sell their assets free and clear of liability for their Coal Act premiums (while in no way thereby avoiding liability for those premiums themselves), so that, in the case of the Leckie Smokeless debtors, they can meet an absolute condition of purchase imposed by Royal Scot or, in the case of the Lady H debtors, they can gain the right to have escrowed funds added to the value of their bankruptcy estates. The debtors cannot themselves pay all Coal Tax premiums owed, whether already accrued or yet to be assessed, then challenge the imposition of joint and several liability on third parties, the purchasers of their assets. Nor does the Coal Act itself provide any means by which a coal operator can challenge the imposition of successor liability on a third party.
The Plan and Fund disagree, pointing out that the debtors have always had the right to challenge their monthly and annual Coal Act assessments, and that the purchasers of their assets can bring similar challenges if joint and several liability is imposed upon them for the debtors’ Coal Act obligations. See, e.g.,
We therefore find that the district courts had jurisdiction to reach the merits of the debtors’ motions to sell their assets free and clear of their Coal Act obligations and had the authority to provide the necessary relief.
IV.
The Coal Act imposes liability for Plan premiums upon “last signatory operators” and their “related persons” and “successors in interest.”
The courts below determined that the purchasers of Appellees’ assets would not be Appellees’ successors in interest within the meaning of the Act.14 We need not and do not now resolve the matter, having concluded that, even if Royal Scot would be, and Green Valley is, a successor in interest,15 the Bankruptcy Court may extinguish Coal Act successor liability pursuant to
Section 363(f)(5) states that a trustee may sell property free and clear of another entity‘s interest in that property if “such entity could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest.” In Lady H, the District Court, ruling in the alternative, adopted the Bankruptcy Court‘s proposed finding that the Plan could be required to accept such satisfaction of its interest. The Plan has not appealed that aspect of the District Court‘s reasoning, and we perceive no grounds for disturbing that ruling sua sponte.16 Moreover, we find that the District Court‘s reasoning applies with equal force to the Fund‘s and Plan‘s objections to the Leckie Smokeless debtors’ motion to sell, and so dispose of their appeal of the District Court‘s opinion in that case accordingly.
The Plan and Fund have raised several objections to the conclusion we have reached. First, they have argued that Coal Act premiums are taxes and that liability for future, unassessed taxes cannot be extinguished pur-
Second, the Plan and Fund have argued that they possess neither “claims” nor “interests in property” within the meaning of the Bankruptcy Code. We have rejected those contentions, supra.
Third, the Plan and Fund have contended that, by allowing the Bankruptcy Court to order the sale of the debtors’ assets free and clear of the debtors’ Coal Act obligations, the District Court in Lady H has granted purchasers in bankruptcy settings a windfall: while such purchasers might have been liable for debtors’ Coal Act obligations if the sales had not occurred in bankruptcy settings, they are permitted to escape those obligations if they insist that the debtors obtain free and clear orders.18 We reject that argument, finding that it is our duty to enforce the statutory scheme that Congress has erected.
Finally, the Plan and Fund have argued that, by allowing bankruptcy courts to declare that the purchasers of coal operators’ assets take those assets free and clear of the operators’ Coal Act obligations, the District Court in Lady H has set the stage for the same kind of funding crisis that prompted the enactment of the Coal Act. Though we are cognizant of the Plan‘s and Fund‘s concerns, we find their argument insufficiently persuasive to disturb the statutory scheme as we have found it. First, the Plan‘s and Fund‘s concerns are probably most appropriately addressed to Congress. Second, it might very well be that, at least in circumstances such as those presented in the cases at bar, a rule permitting the issuance of free and clear orders protects the Fund‘s and Plan‘s interests more effectively than a contrary rule. In Leckie Smokeless, for example, the Bankruptcy Court found that $1.9 million represented a fair and reasonable price for the debtors’ assets; the debtors’ accrued Coal Act obligations, though, stand at about $7 million. If a free and clear order could not be issued, the assets would almost
We have reviewed Appellants’ remaining arguments and find them to be equally without merit.
V.
For the foregoing reasons, we sustain the district courts’ decisions to overrule the Plan‘s and Fund‘s objections to the sale of Appellees’ assets free and clear of Appellees’ Coal Act obligations.
AFFIRMED.
Notes
Congress found that, in order to secure the stability of interstate commerce, it is necessary to modify the current private health care benefit plan structure for retirees in the coal industry to identify persons most responsible for plan liabilities in order to stabilize plan funding and allow for the provision of health care benefits to such retirees.
Pub.L. No. 102-486, 106 Stat. 2776, 3037.The Plan and Fund have also argued (1) that the debtors lacked standing to ask the courts to declare that the purchasers of their assets would not be jointly and severally liable for their Coal Act obligations and (2) that the issues raised in the instant appeals were not yet ripe for adjudication. Applying the standards articulated in Lujan v. Defenders of Wildlife, 504 U.S. 555, 560-61, 112 S.Ct. 2130, 2136-37, 119 L.Ed.2d 351 (1992) (concerning standing), and Charter Federal Sav. Bank v. Office of Thrift Supervision, 976 F.2d 203, 208 (4th Cir. 1992) (concerning ripeness), cert. denied, 507 U.S. 1004, 113 S.Ct. 1643, 123 L.Ed.2d 265 (1993), we have concluded that those arguments are without merit. With respect to standing, the debtors are confronted with the imminent loss of all or a portion of what the Bankruptcy Court has found to be fair and reasonable value for their assets; the cause of that imminent injury is the threat of Coal Act successor liability; and the imminent injury will be redressed if we affirm the district courts’ rulings that the debtors’ assets may be sold free and clear of the debtors’ Coal Act liabilities. With respect to ripeness, no further factual developments are needed to determine whether the Bankruptcy Court may presently extinguish Coal Act successor liabilities, and prompt resolution of the bankruptcy proceedings requires that the successorship matter be resolved sooner, rather than later.
Though we note that the Code‘s implementing regulations contain several definitions of the phrase “successor in interest,” see, e.g.,
In LTV Steel Co., the Second Circuit was asked to resolve two statutory issues: whether a debtor could itself be relieved of its Coal Act obligations due to the Fund‘s failure to file a timely proof of claim, where the debtor had filed for bankruptcy relief six years before the Coal Act was enacted, and whether Coal Act premiums are taxes and therefore entitled to administrative priority pursuant to
In Wolverine Radio Co., the Sixth Circuit was asked to determine whether the Michigan Employment Security Commission could apply the debtor‘s tax rating to the debtor‘s successor despite the fact that a free and clear order had been entered. See 930 F.2d at 1134-35. The court held that it could, finding that the tax rating was not an “interest in property” within the meaning of