Geron v. Peebler (In re Pali Holdings, Inc.)
Geron v. Peebler (In re Pali Holdings, Inc.)
Opinion of the Court
MEMORANDUM DECISION RE AWARD OF PREJUDGMENT INTEREST
After review of the parties’ letters with respect to the proper computation of prejudgment interest, I have signed the judgment in this adversary proceeding, having determined that I should award prejudgment interest at the contract rate of 8%
Familiarity with the underlying facts, set forth in full in my earlier decision,
The parties differ with respect to whether prejudgment interest should be awarded — and if so, in what amount — in three respects. First, Peebler contends that the award of prejudgment interest is a matter for the discretion of the court, and need not comply with the parties’ contract or the requirements of the New York CPLR. Second, Peebler contends that “the Trustee will be amply compensated for the actual damages to the debtor’s estate regardless of any interest granted”; that Peebler was “actively wronged by the debtor”; and that “there is no remedial purpose to a collection action” — all to argue that no interest should be awarded at all. Third, Peebler disagrees with the Trustee’s contentions, premised on Judge Gonzalez’ decision in RMM Records,
Prejudgment Interest Discretionary with the Court?
Citing the Second Circuit’s decision in UNUM Life,
Peebler is correct that the decisions in UNUM Life and Ames-Unical held, in the context of the types of cases then before them,
Here the Trustee’s claims are of a hybrid nature. They are asserted under section 542 of the Bankruptcy Code, which is likewise a federal statute. And the amount of principal to be turned over is obvious. But the exact amount of the remainder to which the estate is entitled— in contrast to the estate’s underlying right to turnover — rests on the terms of the promissory note, which is to be enforced in accordance with its contractual terms. The two decisions on which the Trustee relies — RMM Records and Best Payphones — did not speak in terms of applying judicial discretion, and instead awarded interest based on the terms of the underlying contractual obligations and their reading of the underlying law. But neither involved claims under section 542.
Even though the claims here are asserted under section 542, I have substantial doubt, by reason of the hybrid nature of the Trustee’s claims, that I can disregard the contractual terms of the note when deciding the extent to which I should award prejudgment interest. Analytically, when parties have already agreed upon a rate representing the time value of money, that is very hard to ignore. But ultimately I do not need to decide this issue. For assuming, arguendo, that I can decide the issue of interest entitlement in my discretion, I surely can be informed, in the exercise of my discretion, by the Trustee’s underlying legal entitlement.
I thus conclude that, either way, I here can, and should, base my award of prejudgment interest on what the law would otherwise require.
No Interest Due at All?
Peebler’s second contention is much easier. His contentions that he was somehow wronged by Pali were rejected on summary judgment, and, even if true, would not go to the Trustee’s entitlement to interest on the note. That is a function of what the Pali estate and Peebler agreed to, and the extent, if any, to which the CPLR would trump that. The Trustee’s interest entitlement is not affected in any way by Peebler’s grievances against the Pali estate.
Moreover, there was no evidence submitted suggesting that Peebler was wronged in any way. The contrary is true. Peebler wronged the Pali estate when he failed to make payment on the note. And he wronged the Pali estate again when he raised frivolous defenses to the Trustee’s action. I haven’t awarded sanctions for the latter, and have no intent to do so, but
Rate at Which Prejudgment Interest Accrues
Peebler’s note provides, in relevant part, that he promises to pay back the $105,000 principal “together with simple interest thereon from the date hereof at the rate of 8 percent (8%) per annum.”
Accrued interest shall be payable monthly on the first day of each calendar month during the term of this Note commencing on June 30, 2007, in the amount of $700, and continuing thereafter in the amount of $700 on the first day of each successive month. The outstanding principal balance together with accrued interest shall be due and payable on_11
The Trustee argues, with some force (by analogy to the substantively identical note executed by another Pali employee, Ross McMeekin, where the blank for the maturity date was filled in), that the parties intended that the note would have a 5-year term, and thus be due and payable on June 30, 2012. And I agree with the Trustee that New York law governs its construction, and thus that I should look to New York law to determine the prejudgment interest to award. But while I recognize, as the Trustee argues, that CPLR § 5004 provides for a 9% rate for pre-judgment interest,
The starting point for the analysis is the point made by Judge Bernstein in Best Payphones,
Although 28 U.S.C.A. § 1961 explicitly governs the rate and accrual of post-judgment interest, no federal statute governs the application of interest prejudgment and the determination is entrusted to the trial court judge. When a federal court judgment is based on a state law claim, courts have looked to state law to determine the propriety of prejudgment interest on recovery.17
New York’s CPLR § 5004 provides for a 9% rate, but “[t]he parties may nevertheless agree to a different pre-judg
The issue here, as it was in Best Payphones and RMM Records, is whether under the particular contractual language before the court, the contract did so provide. In Best Payphones, on the language there before him (which included an express default interest rate), Judge Bernstein concluded that the contractual rate (as contrasted to the CPLR rate) applied until the promisee was paid.
The Court finds that the Note does not manifest an agreement between the parties that the contractual interest rate of 5% would continue beyond the Note’s maturity date until Universal repaid the Note. In the absence of such a provision, New York’s prejudgment statutory rate of 9% should apply for the period from November 1, 2003 [the note’s maturity date] through the date of the judgment’s entry.22
The appropriate test, then, as distilled from the New York cases, is whether the parties contracted for the original interest rate to run through the date of maturity of the note, on the one hand, or through the date of payment, on the other. But that test also requires the Court to rule in instances when the note is silent on the issue.
The Trustee is right in asserting
Thus I conclude that I should award interest at the contracted-for 8% rate all the way through. That is hardly unfair to the Trustee, and Peebler should not be heard to complain either, as that was his agreement as to the time value of the money he promised to pay.
I accept the Trustee’s computation of interest of $21,000 (30 months at $700 per month) for the period from January 1, 2010 through June 30, 2012. But as I conclude that the interest for the next 9 months should be at the rate of 8% instead of 9%, I award interest of $6,300 (9 months at $700 per month) instead of the Trustee’s recommended $7,875 (10 months at $787.50) for that 9 month period through April 1, 2013.
Thus prejudgment interest will be awarded in favor of the Trustee in the amount of $27,883.25.
. See Geron v. Peebler (In re Pali Holdings, Inc.), 488 B.R. 841 (Bankr.S.D.N.Y. 2013).
. RMM Records & Video Corp. v. Universal Music & Video Distribution, Corp., 372 B.R. 619 (Bankr.S.D.N.Y. 2007) (Gonzalez, J.) (“RMM Records
. In re Best Payphones, Inc., 2003 Bankr.LEX-IS 180, 2003 WL 1089525 (Bankr.S.D.N.Y. Mar. 10, 2003) (Bernstein, C.J.) (“Best Payphones ").
. Jones v. UNUM Life Ins. Co., 223 F.3d 130 (2d Cir. 2000) (“UNUM Life ”).
. Ames Merchandising Corp. v. Unical Enterprises, Inc. (In re Ames Dept. Stores), 2010 Bankr.LEXIS 5115, 2010 WL 6052849 (Bankr.S.D.N.Y. Sept. 10, 2010) (Gerber, J.) (“Ames-Unical ”).
. See UNUM Life, 223 F.3d at 139 ("In a suit to enforce a right under ERISA, the question of whether or not to award prejudgment interest is ordinarily left to the discretion of the district court.”); Ames-Unical, 2010 Bankr.LEXIS 5115, at *3, 2010 WL 6052849, at *2 (holding likewise in preference action).
. Ames Merchandising Corp. v. Cellmark Paper Inc. (In re Ames Dept. Stores), 450 B.R. 24 (Bankr.S.D.N.Y. 2011) (Gerber, J.) ("Ames-Cellmark ”).
. UNUM Life involved claims under ERISA, and Ames-Unical and Ames-Cellmark were preference actions. Another case holding similarly, Fendi Adele S.R.L. v. Burlington Coat Factory Warehouse Corp., 689 F.Supp.2d 585, 606 (S.D.N.Y. 2010) (Sand, J.), involved claims for contempt in a federal trademark infringement action.
. That is particularly so since, as stated in UNUM Life (and repeated in Ames-Unical and Ames-Cellmark):
In exercising such discretion, the court is to take into consideration “(i) the need to fully compensate the wronged party for actual damages suffered, (ii) considerations of fairness and the relative equities of the award, (iii) the remedial purpose of the statute involved, and/or (iv) such other general principles as are deemed relevant by the court.”
223 F.3d at 139 (emphasis added); see also Ames-Unical, 2010 Bankr.LEXIS 5115, at *3, 2010 WL 6052849, at *1 (same); Ames-Cellmark, 450 B.R. at 35 (same).
Awarding prejudgment interest based on heavy reliance on the terms of the note is also appropriate because as I noted in Ames-Cell-mark, in cases where a grant of prejudgment interest is discretionary, "it has been held in this district that absent a sound reason to deny it, it should be awarded.” 450 B.R. at 35 & n. 55 (citing Ames-Unical and many other cases).
. Note at 1 (Trustee's Br. Exh. 4).
. Id. ¶ 1.1. (blank in original).
. CPLR 5004 provides, in full:
Interest shall be at the rate of nine per centum per annum, except where otherwise provided by statute.
. CPLR 5001 provides, in relevant part:
(a) Actions in which recoverable. Interest shall be recovered upon a sum awarded because of a breach of performance of a contract....
. The New York CPLR's 9% prejudgment interest rate applies irrespective of prevailing interest rates, and investment risk.
. See 2003 Bankr.LEXIS 180, at *19, 2003 WL 1089525, at *5.
. See 372 B.R. at 620-21.
. Id. at 621 n. 2 (citation omitted).
. Best Payphones, 2003 Bankr.LEXIS 180, at *17, 2003 WL 1089525, at *5.
. See Citibank, N.A. v. Liebowitz, 110 A.D.2d 615, 615, 487 N.Y.S.2d 368, 369 (2d Dep’t 1985) {"Liebowitz") (“It is well settled that when a contract provides for interest to be paid at a specified rate until the principal is paid, the contract rate of interest, rather than the legal rate set forth in CPLR 5004, governs until payment of the principal or until the contract is merged in a judgment.”); European American Bank v. Peddlers Pond Holding Corp., 185 A.D.2d 805, 586 N.Y.S.2d 637 (2d Dep’t 1992) ("Peddlers Pond") ("It is well established that when a contract provides for interest to be paid at a specified rate until the principal is paid, the contract rate of interest, rather than the statutory rate set forth in CPLR 5004, governs until the payment of the principal or until the contract is merged into a judgment.”); RMM Records, 372 B.R. at 621.
. See Best Payphones, 2003 Bankr.LEXIS 180, at *19, 2003 WL 1089525, at *6.
. See RMM Records, 372 B.R. at 622-23.
. Id. at 623.
. See Trustee 4/5/2013 Ltr. at 2.
. See Note at 1 (Peebler “hereby promises to pay ... the principal sum of One Hundred and five thousand Dollars ($105,000) together with simple interest thereon from the date hereof at the rate of 8 percent (8%) per an-num.”); id. at ¶ 1.1 (interest had to be paid “continuing thereafter” at the rate of $700 per month).
. The Trustee’s computation was based on 10 months for the period from July 1, 2012 until April 1, 2013. Trustee 4/5/2013 Ltr. at 3. However, my count reveals that there are only 9 months in that time period. For that reason, my computation is based on 9 months for the period between July 1, 2012 and April 1, 2013.
Reference
- Full Case Name
- In re PALI HOLDINGS, INC., Debtor. Yann Geron, Chapter 7 Trustee of the Estate of Pali Holdings, Inc. v. David Peebler, Yann Geron, Chapter 7 Trustee of the Estate of Pali Holdings, Inc. v. David Peebler
- Cited By
- 3 cases
- Status
- Published