Associates Commercial Corp. v. Rash
Associates Commercial Corp. v. Rash
Opinion of the Court
delivered the opinion of the Court.
We resolve in this case a dispute concerning the proper application of § 506(a) of the Bankruptcy Code when a bankrupt debtor has exercised the “cram down” option for which Code § 1325(a)(5)(B) provides. Specifically, when a debtor, over a secured creditor’s objection, seeks to retain and use the creditor’s collateral in a Chapter 13 plan, is the value of the collateral to be determined by (1) what the secured creditor could obtain through foreclosure sale of the property (the “foreclosure-value” standard); (2) what the debtor would have to pay for comparable property (the “replacement-
I
In 1989, respondent Elray Rash purchased for $73,700 a Kenworth tractor truck for use in his freight-hauling business. Rash made a downpayment on the truck, agreed to pay the seller the remainder in 60 monthly installments, and pledged the truck as collateral on the unpaid balance. The seller assigned the loan, and its lien on the truck, to petitioner Associates Commercial Corporation (ACC).
In March 1992, Elray and Jean Rash filed a joint petition and a repayment plan under Chapter 13 of the Bankruptcy Code (Code), 11 U. S. C. §§1301-1330. At the time of the bankruptcy filing, the balance owed to ACC on the truck loan was $41,171. Because it held a valid lien on the truck, ACC was listed in the bankruptcy petition as a creditor holding a secured claim. Under the Code, ACC’s claim for the balance owed on the truck was secured only to the extent of the value of the collateral; its claim over and above the value of the truck was unsecured. See 11 U. S. C. § 506(a).
To qualify for confirmation under Chapter 13, the Rashes’ plan had to satisfy the requirements set forth in § 1325(a) of the Code. The Rashes’ treatment of ACC’s secured claim, in particular, is governed by subsection (a)(5).
The Rashes’ Chapter 13 plan invoked the cram down power. It proposed that the Rashes retain the truck for use in the freight-hauling business and pay ACC, over 58 months, an amount equal to the present value of the truck. That value, the Rashes’ petition alleged, was $28,500. ■ ACC objected to the plan and asked the Bankruptcy Court to lift the automatic stay so ACC could repossess the truck. ACC also filed a proof of claim alleging that its claim was fully secured in the amount of $41,171. The Rashes filed an objection to ACC’s claim.
The Bankruptcy Court held an evidentiary hearing to resolve the dispute over the truck’s value. At the hearing, ACC and the Rashes urged different valuation benchmarks. ACC maintained that the proper valuation was the price the Rashes would have to pay to purchase a like vehicle, an amount ACC’s expert estimated to be $41,000. The Rashes, however, maintained that the proper valuation was the net amount ACC would realize upon foreclosure and sale of the collateral, an amount their expert estimated to be $31,875.
A panel of the Court of Appeals for the Fifth Circuit re: versed. In re Rash, 31 F. 3d 325 (1994). On rehearing en banc, however, the Fifth Circuit affirmed the District Court, holding that ACC’s allowed secured claim was limited to $31,875, the net foreclosure value of the truck. In re Rash, 90 F. 3d 1036 (1996).
In reaching its decision, the Fifth Circuit highlighted, first, a conflict it perceived between the method of valuation ACC advanced, and the law of Texas defining the rights of secured creditors. See id., at 1041-1042 (citing Tex. Bus. & Com. Code Ann. §§ 9.504(a), (c), 9.505 (1991)). In the Fifth Circuit’s view, valuing collateral in a federal bankruptcy proceeding under a replacement-value standard — thereby setting an amount generally higher than what a secured creditor could realize pursuing its state-law foreclosure remedy— would “chang[e] the extent to which ACC is secured from what obtained under state law prior to the bankruptcy filing.” 90 F. 3d, at 1041. Such a departure from state law, the Fifth Circuit said, should be resisted by the federal forum unless “clearly compelled]” by the Code. Id., at 1042.
The Fifth Circuit then determined that the Code provision governing valuation of security interests, § 506(a), does not compel a replacement-value approach. Instead, the court reasoned, the first sentence of § 506(a) requires that collateral be valued from the creditor’s perspective. See id., at 1044. And because “the creditor’s interest is in the nature of a security interest, giving the creditor the right to repos
Courts of Appeals have adopted three different standards for valuing a security interest in a bankruptcy proceeding when the debtor invokes the cram down power to retain the collateral over the creditor’s objection. In contrast to the Fifth Circuit’s foreclosure-value standard, a number of Circuits have followed a replacement-value approach. See, e. g., In re Taffi, 96 F. 3d 1190, 1191-1192 (CA9 1996) (en banc), cert. pending sub nom. Taffi v. United States, No. 96-881;
The Code provision central to the resolution of this case is § 506(a), which states:
"An allowed claim of a creditor secured by a lien on property in which the estate has an interest ... is a secured claim to the extent of the value of such creditor’s interest in the estate’s interest in such property, . . . and is an unsecured claim to the extent that the value -of such creditor’s interest ... is less than the amount of such allowed claim. Such value shall be determined in light of the purpose of the valuation and of the proposed disposition or use of such property . . . .” 11 U.S. C. § 506(a).
Over ACC’s objection, the Rashes’ repayment plan proposed, pursuant to § 1325(a)(5)(B), continued use of the property in question, i. e., the truck, in the debtor’s trade or business. In such a “cram down” case, we hold, the value of the property (and thus the amount of the secured claim under § 506(a)) is the price a willing buyer in the debtor’s trade, business, or situation would pay to obtain like property from a willing seller.
Rejecting this replacement-value standard, and selecting instead the typically lower foreclosure-value standard, the Fifth Circuit trained its attention on the first sentence of § 506(a). In particular, the Fifth Circuit relied on these first sentence words: A claim is secured “to the extent of the value of such creditor’s interest in the estate’s interest in such property.” See 90 F. 3d, at 1044 (emphasis added) (citing § 506(a)). The Fifth Circuit read this phrase to instruct that the “starting point for the valuation [is] what the creditor could realize if it sold the estate’s interest in the property according to the security agreement,” namely, through “repossess[ing] and sell[ing] the collateral.” Ibid.
We do not find in the § 506(a) first sentence words — “the creditor’s interest in the estate’s interest in such property”—
Reading the first sentence of § 506(a) as a whole, we are satisfied that the phrase the Fifth Circuit considered key is not an instruction to equate a “creditor’s interest” with the net value a creditor could realize through a foreclosure sale. The first sentence, in its entirety, tells us that a secured creditor’s claim is to be divided into secured and unsecured portions, with the secured portion of the claim limited to the value of the collateral. See United States v. Ron Pair Enterprises, Inc., 489 U. S. 235, 238-239 (1989); 4 L. King, Collier on Bankruptcy ¶ 506.02[l][a], p. 506-6 (15th ed. rev. 1996). To separate the secured from the unsecured portion of a claim, a court must compare the creditor’s claim to the value of “such property,” i. e., the collateral. That comparison is sometimes complicated. A debtor may own only a part interest in the property pledged as collateral, in which case the court will be required to ascertain the “estate’s interest” in the collateral. Or, a creditor may hold a junior or subordinate lien, which would require the court to ascertain the creditor’s interest in the collateral. The § 506(a) phrase referring to the “creditor’s interest in the estate’s interest in such property” thus recognizes that a court may encounter, and in such instances must evaluate, limited or partial interests in collateral. The full first sentence of § 506(a), in short, tells a court what it must evaluate, but it does not say more; it is not enlightening on how to value collateral.
The second sentence of § 506(a) does speak to the how question. “Such value,” that sentence provides, “shall be determined in light of the purpose of the valuation and of the proposed disposition or use of such property.” § 506(a). By deriving a foreclosure-value standard from § 506(a)’s first sentence, the Fifth Circuit rendered inconsequential the
As we comprehend § 506(a), the “proposed disposition or use” of the collateral is of paramount importance to the valuation question. If a secured creditor does not accept a debt- or’s Chapter 13 plan, the debtor has two options for handling allowed secured claims: surrender the collateral to the creditor, see § 1325(a)(5)(C); or, under the cram down option, keep the collateral over the creditor’s objection and provide the creditor, over the life of the plan, with the equivalent of the present value of the collateral, see § 1325(a)(5)(B). The “disposition or use” of the collateral thus turns on the alternative the debtor chooses — in one case the collateral will be surrendered to the creditor, and in the other, the collateral will be retained and used by the debtor. Applying a foreclosure-value standard when the cram down option is invoked attributes no significance to the different consequences of the debtor’s choice to surrender the property or retain it. A replacement-value standard, on the other hand, distinguishes retention from surrender and renders meaningful the key words “disposition or use.”
Tying valuation to the actual “disposition or use” of the property points away from a foreclosure-value standard when a Chapter 13 debtor, invoking cram down power, retains and uses the property. Under that option, foreclosure is averted by the debtor’s choice and over the creditor’s objection. From the creditor’s perspective as well as the debt- or’s, surrender and retention are not equivalent acts.
When a debtor surrenders the property, a creditor obtains it immediately, and is free to sell it and reinvest the proceeds. We recall here that ACC sought that very advantage. See supra, at 957. If a debtor keeps the property and continues to use it, the creditor obtains at once neither the property nor its value and is exposed to double risks: The debtor may again default and the property may deteriorate from extended use. Adjustments in the interest rate and secured
Of prime significance, the replacement-value standard accurately gauges the debtor’s “use” of the property. It values “the creditor’s interest in the collateral in light of the proposed [repayment plan] reality: no foreclosure sale and economic benefit for the debtor derived from the collateral equal to . . . its [replacement] value.” In re Winthrop Old Farm Nurseries, 50 F. 3d, at 75. The debtor in this case elected to use the collateral to generate an income stream. That actual use, rather than a foreclosure sale that will not take place, is the proper guide under a prescription hinged to the property’s “disposition or use.” See ibid.
Nor are we persuaded that the split-the-difference approach adopted by the Seventh Circuit provides the appropriate solution. See In re Hoskins, 102 F. 3d, at 316. Whatever the attractiveness of a standard that picks the midpoint between foreclosure and replacement values, there is no warrant for it in the Code.
In sum, under § 506(a), the value of property retained because the debtor has exercised the § 1325(a)(5)(B) “cram down” option is the cost the debtor would incur to obtain a like asset for the same “proposed . . . use.”
For the foregoing reasons, the judgment of the Court of Appeals is reversed, and the case is remanded for further proceedings consistent with this opinion.
It is so ordered.
Justice Scalia joins all but footnote 4 of this opinion.
Section 1325(a)(5) states:
“(a) Except as provided in subsection (b), the court shall confirm a plan if—
“(5) with respect to each allowed secured claim provided for by the plan—
“(A) the holder of such claim has accepted the plan;
“(B)(i) the plan provides that the holder of such claim retain the lien securing such claim; and
“(ii) the value, as of the effective date of the plan, of property to be distributed under the plan on account of such claim is not less than the allowed amount of such claim; or
*957 “(C) the debtor surrenders the property securing such claim to such holder.”
In In re Taffi, the Ninth Circuit contrasted replacement value with fair-market value and adopted the latter standard, apparently viewing the two standards as incompatible. See 96 F. 3d, at 1192. By using the term “replacement value,” we do not suggest that a creditor is entitled to recover what it would cost the debtor to purchase the collateral brand new. Rather, our use of the term replacement value is consistent with the Ninth Circuit’s understanding of the meaning of fair-market value; by replacement value, we mean the price a willing buyer in the debtor’s trade, business, or situation would pay a willing seller to obtain property of like age and condition. See also infra, at 965, n. 6.
On this matter, amici curiae supporting ACC contended: “ ‘Adequate protection’ payments under 11 U. S. C. §§361, 362(d)(1) typically are based on the assumption that the collateral will be subject to only ordinary depreciation. Hence, even when such payments are made, they frequently fail to compensate adequately for the usually more rapid depreciation of assets retained by the debtor.” Brief for American Automobile Manufacturers Association, Inc., et al. as Amici Curiae 21, n. 9.
We give no weight to the legislative history of § 506(a), noting that it is unedifying, offering snippets that might support either standard of valuation. The Senate Report simply repeated the phrase contained in the second sentence of § 506(a). See S. Rep. No. 95-989, p. 68 (1978). The House Report, in the Fifth Circuit’s view, rejected a “ ‘replacement cost’ ” valuation. See In re Rash, 90 F. 3d 1036, 1056 (CA5 1996) (quoting H. Rep. No. 95-595, p. 124 (1977)). That Report, however, appears to use the term “replacement cost” to mean the cost of buying new property to replace property in which a creditor had a security interest. See ibid. In any event, House Report excerpts are not enlightening, for the provision pivotal here — the second sentence of § 506(a) — did not appear in the bill addressed by the House Report. The key sentence originated in the
As our reading of § 506(a) makes plain, we also reject a ruleless approach allowing use of different valuation standards based on the facts and circumstances of individual eases, Cf. In re Valenti, 105 F. 3d 55, 62-63 (CA2 1997) (permissible for bankruptcy courts to determine valuation standard case-by-ease).
Our recognition that the replacement-value standard, not the foreclosure-value standard, governs in cram down cases leaves to bankruptcy courts, as triers of fact, identification of the best way of ascertaining replacement value on the basis of the evidence presented. Whether replacement value is the equivalent of retail value, wholesale value, or some other value will depend.on the type of debtor and the nature of the property. We note, however, that replacement value, in this context, should not include certain items. For example, where the proper measure of the replacement value of a vehicle is its retail value, an adjustment to that value may be necessary: A creditor should not receive portions of the retail price, if any, that reflect the value of items the debtor does not receive when he retains his vehicle, items such as warranties, inventory storage, and reconditioning. Cf. 90 F. 3d, at 1051-1052. Nor should the creditor gain from modifications to the property — e. g., the addition of accessories to a vehicle — to which a creditor’s lien would not extend under state law.
Dissenting Opinion
dissenting.
Although the meaning of 11 U. S. C. § 506(a) is not entirely clear, I think its text points to foreclosure as the proper method of valuation in this case. The first sentence in § 506(a) tells courts to determine the value of the “creditor’s interest in the estate’s interest” in the property. 11 U. S. C. § 506(a) (emphasis added). This language suggests that the value should be determined from the creditor’s perspective, i. e., what the collateral is worth, on the open market, in the creditor’s hands, rather than in the hands of another party.
The second sentence explains that “[s]uch value shall be determined in light of the purpose of the valuation and of the proposed disposition or use of such property.” Ibid. In this context, the “purpose of the valuation” is determined by 11 U. S. C. § 1325(a)(5)(B). Commonly known as the Bankruptcy Code’s “cram down” provision, this section authorizes the debtor to keep secured property over the creditor’s objections in a Chapter 13 reorganization, but, if he elects to do so, directs the debtor to pay the creditor the “value” of the secured claim. The “purpose” of this provision, and hence of the valuation under § 506(a), is to put the creditor in the same shoes as if he were able to exercise his lien and foreclose.
Accordingly, I respectfully dissent.
The Court states that “surrender and retention are not equivalent acts” from the creditor’s perspective because he does not receive the property and is exposed to the risk of default and deterioration. Ante, at 962. I disagree. That the creditor does not receive the property is irrelevant because, as § 1325(a)(5)(B)(ii) directs, he receives the present value of his security interest. Present value includes both the underlying value and the time value of that interest. The time-value component similarly vitiates the risk concern. Higher risk uses of money must pay a higher premium to offset the same opportunity cost. In this case, for instance, the creditor was receiving nine percent interest, see In re Rash, 90 F. 3d 1036, 1039 (CA5 1996) (en banc), well over the prevailing rate for an essentially risk-free loan, such as a United States Treasury Bond. Finally, the concern with deterioration is addressed by another provision of the Code, 11 U. S. C. § 361, which authorizes the creditor to demand “adequate protee
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