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Vieira v. Harris (In re JK Harris & Co.)

Citations: 512 B.R. 552; 2012 WL 10996905; 2012 Bankr. LEXIS 6166Docket: C/A No. 11-06254-JW; Adv. Pro. No. 12-80176-JW

Court: United States Bankruptcy Court, D. South Carolina; December 12, 2012; Us Bankruptcy; United States Bankruptcy Court

Narrative Opinion Summary

In this adversary proceeding, the Chapter 7 Trustee sought summary judgment against the Defendant for over $3.2 million, claiming breach of contract due to an unpaid loan. The Defendant, who held significant control over the Debtors, admitted to most allegations but argued that a stock redemption sufficed as repayment. The Court examined whether the stock redemption was valid under insolvency conditions, concluding that the Debtors were insolvent as determined by prior litigation, a finding the Defendant had previously admitted. Applying collateral and equitable estoppel doctrines, the Court barred the Defendant from contesting insolvency, a critical element to his defense. The Court also rejected the Defendant's evidence, such as the Jacobson Letter, for failing to substantiate claims of solvency. Ultimately, under Federal Rule of Civil Procedure 56, the Court granted the Trustee's motion for summary judgment, ruling the stock redemption void and ordering the Defendant to pay the loan amount, with interest accruing. This decision was reached by adhering to both federal and state legal standards governing insolvency and contract breaches in bankruptcy settings.

Legal Issues Addressed

Breach of Contract Claim in Bankruptcy

Application: The Trustee's breach of contract claim relies on the invalidity of stock redemption due to the Debtors' insolvency from 2004 to 2012.

Reasoning: The Trustee is seeking summary judgment for $3,246,609.28 plus interest due to the Defendant's alleged breach of contract regarding a Loan.

Collateral Estoppel in Bankruptcy Proceedings

Application: The Defendant is barred from contesting the Debtors' insolvency due to prior adjudication in a related case.

Reasoning: Defendant is barred from contesting the insolvency of the Debtors due to the doctrine of res judicata, as this issue was previously adjudicated in a prior case between the Trustee and Defendant.

Definition of Insolvency under S.C. Code Ann. § 33-44-406

Application: The Court applied South Carolina law to determine insolvency, which affected the validity of the stock redemption as a means of satisfying the Loan.

Reasoning: The prior determination of insolvency was based on South Carolina law, specifically S.C. Code Ann. § 33-44-406, which governs insolvency for limited liability companies.

Equitable Estoppel in Bankruptcy

Application: The Defendant's prior admissions of insolvency preclude him from changing his position, as the Trustee relied upon these admissions.

Reasoning: Defendant is bound by equitable estoppel regarding his admissions of the Debtors' insolvency, as asserted by the Trustee.

Summary Judgment under Federal Rule of Civil Procedure 56

Application: The Trustee met the burden of proving no genuine issues of material fact exist, entitling her to judgment as a matter of law.

Reasoning: Summary judgment is warranted when the movant demonstrates that there is no genuine dispute regarding any material fact and is entitled to judgment as a matter of law.