Ameritel Corp. v. Isoetec Communications, Inc.

Citations: 109 B.R. 965; 1990 WL 11395; 1990 U.S. Dist. LEXIS 457Docket: Civ. 88-1074-FR

Court: District Court, D. Oregon; January 18, 1990; Federal District Court

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Ameritel Corporation, the plaintiff and counterclaim defendant, is involved in a legal dispute with Executone Information Systems, Inc. and its associated entities, who are defendants and counterclaim plaintiffs. Executone, a Delaware corporation, emerged from a series of mergers involving Isoetec Communications, Inc. and Executone, Inc. Ameritel, an Oregon corporation, had previously entered into a dealer agreement with Isoetec to sell its telecommunications equipment. 

The litigation stems from Ameritel's financial troubles and attempts to sell its business to Isoetec. Ameritel claims Isoetec's refusal to ship equipment exacerbated its financial difficulties and alleges that Isoetec offered to buy Ameritel's business but later failed to finalize the purchase after taking possession of its business assets. Ameritel has filed claims against Isoetec and Executone for conversion and unjust enrichment. 

Following Ameritel's Chapter 11 bankruptcy filing in July 1988 and the subsequent removal of the case to federal court, Executone was granted permission to assert compulsory counterclaims against Ameritel. Executone's counterclaims include allegations that Ameritel breached the dealer agreement and that Denney, Ameritel's principal, is liable for this breach under an alter ego theory. Additionally, Executone accuses Ameritel and Denney of making misrepresentations and violating the Virginia Conspiracy Statute during negotiations, seeking indemnity from Denney for damages related to Ameritel's alleged breaches.

In response, Ameritel filed three counterclaims against Executone based on similar facts. Executone is now seeking to dismiss Ameritel's first and third counterclaims.

Executone argues that Ameritel's first and third counterclaims should be dismissed as "core proceedings" referred to the bankruptcy court under 28 U.S.C. § 157(a) and Local Rule 2101-1. Ameritel counters that dismissal is inappropriate since the court can withdraw the reference to try all issues together. Core proceedings, as defined by 28 U.S.C. § 157(b), include determining preferences and fraudulent conveyances. The court has previously referred core proceedings to the bankruptcy court but can withdraw such references for cause, particularly when there is significant overlap between district court issues and bankruptcy court matters.

In this case, Ameritel seeks damages from Executone, which has counterclaimed for offset against any liability based on amounts owed to it by Ameritel. Ameritel claims Executone’s offset rights are voidable preferences or fraudulent conveyances due to their proximity to its bankruptcy filing. The court concludes that retaining Ameritel's claims is the most efficient use of resources, as they will not necessitate a jury trial and can be addressed or referred later if needed. If Ameritel loses at trial, the counterclaims would become moot. Thus, Executone's motion to dismiss these counterclaims is denied, allowing for a potential renewal of the motion later.