Official Creditors Committee of Stratford of Texas, Inc. v. Stratford of Texas, Inc.
Official Creditors Committee of Stratford of Texas, Inc. v. Stratford of Texas, Inc.
Opinion of the Court
The appellant, a subcommittee of creditors of Stratford of Texas and its subsidiaries in a Chapter XI bankruptcy proceeding,
Stratford of Texas was a diversified agricultural conglomerate. A substantial aspect of its operation was its cattle program. Stratford solicited investments to purchase, raise and sell cattle. The investor was guaranteed a minimum return on his investment as well as certain immediate tax benefits. The investment was evidenced by cattle services contracts. Collins had invested in several cattle programs over the years. The most recent contract matured in late October, 1976, but Stratford, hampered by serious cash flow problems, was unable to repay the investment at that time. Collins agreed to cancel the cattle services contract and to accept a promissory note as a means of deferring payment of the money owed under the cattle services contract. Stratford executed a non-negotiable promissory note in the principal amount of $398,490 plus nine percent interest in favor of Collins. The note was secured by collateral and was guaranteed by two of Stratford’s subsidiaries, Delta Industries, Inc. and Sherman County Feedyard, Inc.
Stratford, by and through its subsidiaries, notably the Green Thumb Corporation and Green Thumb Products Corporation, also operated substantial floriculture operations. These operations possessed substantial assets and, unlike the cattle operation, the floriculture operations were conventionally financed and most of their indebtedness was to trade creditors, /. e., suppliers of goods and services for these operations. Stratford, in contrast, had few trade creditors and most of its debt was in cattle services contracts.
In January 1977, the various debtor companies filed a Chapter XI bankruptcy proceeding. As contemplated by the old Bankruptcy Act, the creditors organized into committees to formulate an arrangement for the disposition of the assets and the disbursement of the proceeds. The initial proposal was that the cattle investors and the trade creditors should be treated equally; however, the trade creditors resisted equal treatment, and insisted upon dual treatment of trade creditors and cattle investors. The creditors committees finally resolved to create four categories of creditors.
Upon discovering that Collins considered itself to be a Class 4 creditor, the debtors filed an application in the bankruptcy court to require Collins to show cause why the unsecured portion of its claim
The bankruptcy court, district court and parties on appeal have taken the position that the arrangement is like a contract and subject to contract rules of construction and interpretation. Indeed the lower courts held that the Texas parol evidence rule foreclosed consideration of other evidence which would vary the unambiguous language of the arrangement. The confirmed arrangement, however, is tantamount to a judgment of the bankruptcy court. See Bizzell v. Hemingway, 548 F.2d 505 (4th Cir. 1977). Nevertheless, the arrangement represents a kind of consent decree which has many attributes of a contract and should be construed basically as a contract. See Eaton v. Courtaulds of North America, Inc., 578 F.2d 87 (5th Cir. 1978).
A question of contract interpretation, including the determination of whether a contract is ambiguous in order to permit extrinsic evidence of intent, is a question of law. Consequently, we are not bound by the clearly erroneous standard of review, Fed.R.Civ.P. 52(a), on the question of ambiguity. See Eaton v. Courtaulds of North America, Inc., supra. Ordinarily, we should glean the contract’s meaning without resorting to extrinsic evidence in accordance with the principle that the language of an agreement, unless ambiguous, best represents the intention of the parties. Id.; Kimbell Foods, Inc. v. Republic National Bank, 557 F.2d 491 (5th Cir. 1977), affirmed 440 U.S. 715, 99 S.Ct. 1448, 59 L.Ed.2d 711 (1979). Where ambiguity exists, we may turn to other aids of construction such as extrinsic or parol evidence to establish the true intention of the parties; however, the determination of the parties’ intent from extrinsic evidence is a question of fact rather than one of law. See Fujimoto v. Rio Grande Pickle Co., 414 F.2d 648, 654 (5th Cir. 1969).
We first address the question of whether the definition of Class 3 creditors is ambiguous. Collins argues that the use of the present tense-all claims that “are . . . held by any party to a cattle services
Turning next to the question of the parties’ intent in light of the extrinsic evidence offered by the appellant, it is apparent that the debtors and at least the Class 4 creditors committee assumed Collins’ claim would be treated as a cattle services contract.
Accordingly, the judgment of the district court is REVERSED.
. The Chapter XI proceeding was filed in January, 1977, prior to the effective date of the new Bankruptcy Act. Former Chapter XI, formerly codified at 11 U.S.C.A. § 701 et seq. (1970), is applicable to this proceeding, because by the terms of the new Bankruptcy Act all proceedings commenced prior to the effective date of the new Bankruptcy Act continue to be governed by the former act. See In re Schwab, 613 F.2d 1279, 1280 81 n.1 (5th Cir. 1980).
. Bankruptcy Act § 357(1), 11 U.S.C.A. § 757(1) (1970) provides that an arrangement may include “provisions for treatment of unsecured debts on a parity one with the other, or for the division of such debts into classes and the treatment thereof in different ways or upon different terms.”
. If the unsecured portion of Collins’ claim, $261,000, were included in Class 4 rather than Class 3, it would reduce Class 4 creditors’ dividends by 2.17 cents on the dollar to 55.83 cents and increase Class 3 creditors’ dividends by 1.14 cents on the dollar to 36.14 cents. See appellants’ brief, appendix 2.
. See Bankruptcy Act § 362, 11 U.S.C.A. § 762 (1970).
. Collins’ claim against Stratford of Texas and its subsidiaries was unsecured to the extent of $261,000 and, to that extent, was subject to Chapter XI disposition. See R.I.D.C. Industrial Development Fund v. Snyder, 539 F.2d 487, 493 (5th Cir. 1976), cert. denied 429 U.S. 1095, 97 S.Ct. 1112, 51 L.Ed.2d 542 (1977).
. William O. Turney, Jr., Executive Vice-President of Stratford, testified that he believed Collins to be a Class 3 creditor and had so informed Donald Collins of Collins Electric Co. Collins replied that he would consider it and talk with his attorneys. John Thorson, who represented one of the Class 4 creditors in negotiating the plan, also thought that Collins was a Class 3 creditor. Donald Collins, however, testified that he believed that he was a Class 4 creditor.
. The two subsidiary companies which guaranteed the note, Delta Industries and Sherman County Feedyard, were not engaged in floricul-ture operations.
. The bankruptcy court concluded, in a rather cursory fashion, that “[e]ven considering the evidence, I don’t find cause to classify Collins . as a Class III creditor.” (Tr. 60). The district court agreed. We must conclude that the finding is not supported by the evidence but is, on the contrary, against the clear weight of the undisputed evidence and is therefore clearly erroneous. Fed.R.Civ.P. 52(a).
Reference
- Full Case Name
- In re STRATFORD OF TEXAS, INC., Debtors. The OFFICIAL CREDITORS COMMITTEE OF STRATFORD OF TEXAS, INC., Etc. v. STRATFORD OF TEXAS, INC., Class III Creditors Subcommittee of the Official Creditors Committee, Collins Electric Co., Inc.
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