Maples v. Partain (In Re Maples)
Concurring in Part
concurring in part and dissenting in part:
I find it ironic that the majority states that my dissenting opinion merely “enunciates general principles,” while resting its own decision (which includes no citation to legal authority) on the fact that the majority is simply “uncertain” as to the “precise fit” of these principles to the case at hand. These “general principles,” which the majority fails to enunciate, are nothing other than the foundational principles of bankruptcy jurisdiction. While I admit that the briefing is poor, this difficulty does not authorize the majority’s abdication of any meaningful review of the jurisdictional issues raised below. Therefore, I concur in the majority’s affirmance except as to the following.
First, the bankruptcy court did not have subject matter jurisdiction over Partain’s counterclaim against Texas State Bank (“TSB”) in which Partain alleged that TSB intentionally created a conflict of interest with Partain’s attorney in a prior case. The law is certainly pellucid — even if the majority believes a claim to be “patently
Secondly, the bankruptcy court exceeded its statutory grant of jurisdiction over property when it placed Global Limo’s corporate assets into the individual bankruptcy estate of the Mapleses. The bankruptcy court’s jurisdiction over property is limited to “property, wherever located, of the debtor as of the commencement of such case, and [ ] property of the estate.” 28 U.S.C. § 1334(e)(1). The Mapleses’ property interests, unless otherwise dictated by the bankruptcy code, are determined by reference to state law. See Butner v. United States, 440 U.S. 48, 54-55, 99 S.Ct. 914, 59 L.Ed.2d 136 (1979). Even though the Mapleses were sole shareholders of Global Limo, they never owned Global Limo’s corporate assets. See Trott v. Flato, 244 S.W. 1085, 1088 (Tex.Civ.App. 1922) (collecting cases). Despite forfeiture of its charter, the corporation still existed at the time the Mapleses filed for bankruptcy. See Humble Oil & Ref. Co. v. Blankenburg, 149 Tex. 498, 235 S.W.2d 891, 893-94 (1951). The forfeiture of Global Limo’s corporate charter did not provide the Mapleses with any new ownership interest in Global Limo’s property. As such, the Mapleses were never more than shareholders of Global Limo; and they did not have a property interest in Global Limo’s corporate assets at the time they filed for bankruptcy.
For the foregoing reasons, I would vacate the district court’s judgment to the extent the bankruptcy court lacked jurisdiction under § 1334(b) and § 1334(e)(1). As such, I respectfully dissent from the majority’s decision to affirm the district court judgment in its entirety.
. The only argument raised by the Mapleses to address this issue on appeal is that they became “beneficial owners" of Global Limo's corporate assets when the charter was forfeited. As noted above, the forfeiture of Global Limo’s charter did not change the Mapleses' ownership interest in Global Limo’s assets. Courts and leading treatises have recognized that a debtor’s equitable or beneficial interest as a shareholder is insufficient to allow corporate assets to be placed in the debtor’s bankruptcy estate. See Fowler v. Shadel, 400 F.3d 1016, 1018-19 (7th Cir. 2005) (collecting sources).
Opinion of the Court
The opinion issued in this case on May 30, 2008, is withdrawn and this revised opinion is substituted therefor.
Appellant Johnny Partain, proceeding pro se, raises twenty-seven issues in this appeal from the district court’s affirmance of the bankruptcy court’s final judgment in this adversary proceeding. After considering the briefs and reviewing the record, we find no reversible error in the district court’s judgment. The judgment of the district court is therefore AFFIRMED.
The dissent raises two issues and, as to these issues, enunciates general principles. We do not so much disagree with the statements of general principles as with the certainty of the dissent that they have a precise fit in this case. This case is poorly briefed, and the record is incomplete. The majority is therefore unwilling to say anything other than that the district court committed no reversible error in affirming the bankruptcy court. We would observe that, in our opinion, it is not pellucid that Mr. Partain’s charge of conspiracy between Texas State Bank (“TSB”) and the debtor and/or the debtor’s estate to deprive him of his counsel does not allege and relate to liability on the part of the debtor’s estate in connection with this adversary proceeding. Thus, based on what is before us, we will not say flatly that the bankruptcy court had no jurisdiction to address this claim. The claim, in any event, is patently meritless. Second, it is uncertain whether, at some point, the bankruptcy court may have acquired jurisdiction over the assets of the corporation given that the stock of the corporation is now solely controlled by the bankruptcy trustee, who apparently had control over the assets at all the relevant times herein. The record and law are clear, however, that Mr. Partain never had any interest in these assets at any time relevant to these proceedings. We are therefore satisfied simply to AFFIRM.
AFFIRMED.
. This opinion is published on the request of the dissenting judge.
Reference
- Full Case Name
- In the Matter Of: James H. MAPLES; Virginia Kathleen Maples, Debtors. James H. Maples; Virginia Kathleen Maples; Texas State Bank, Appellees, v. Johnny Partain, Appellant
- Cited By
- 3 cases
- Status
- Published