MarMc Transportation, Inc.

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF WYOMING
In re
MARMC TRANSPORTATION, INC.,
)
)
)
)
)
Case No. 	10-20653
Chapter 11
Debtor.
OPINION ON OBJECTION TO CLAIM FILED BY MARMON/KEYSTONE
On May 15, 2013, this matter came before the court for an evidentiary hearing on
MarMc Transportation, Inc.'s ("MarMc") objection to the claim filed by
Mannon/Keystone and the response filed by lTC Electrical Technologies ("lTC"). At
the conclusion of the hearing, the court took the matter under advisement. Having
reviewed the record, evidence and other testimony presented, the court is prepared to
rule.
Jurisdiction
The court has jurisdiction over this proceeding under 28 U.S.C. §§ 1557 and
1334. This is a core proceeding within the definition of 28 U .S.C. § 157(b)(2)(B).
Facts
MarMc filed its chapter 11 bankruptcy petition on June 3, 2010. MarMc listed
Marmon/Keystone Corporation ("Mannon/Keystonc") as an unsecured creditor on its
Schedule F for the claim amount of$26,243.33.
A review of the claims register reflects that Marmon/Keystone filed its proof of
claim on June 21,2010 in the amount of$26,243.66. Subsequently, Marrnon/Keystone
Case 10-20653 Doc 812 Filed 06/17/13 Entered 06/17/13 15:46:09 Desc Main
Document Page 1 of 6

sold and transferred the claim to Southpaw Koufax, LLC ("Southpaw").
Mike Carruth ("Carruth"), owner of ITC, testified that Mark Richardson
("Richardson") president ofMarMc, requested that lTC upgrade the electrical service at
the restaurant, bar and motel located at Hiland, Wyoming. Mr. Carruth; Miles Childers,
("Childers") the on-site manager and MarMc employee; and Richardson attended the
initial walk-through. Thereafter, ITC received its directions regarding the electrical work
from Childers. The work performed also included installing heavier electrical service for
"mancamp" connections. 1 The parties did not enter into a written contract. 	ITC did the
requested work and sent the invoices to MarMc. During this time period, ITC believed it
was performing these services for MarMC at the request of its president, Richardson.
After MarMc stopped paying the invoices that lTC submitted, lTC filed a
complaint in the District Court for the Seventh Judicial District, State of Wyoming,
County ofNatrona on March 15,2010 against Richardson, MarMc and other defendants.
On June 3, 2010, a clerk's Entry of Default was entered. lTC then sold its claim. 	As a
condition of that sale, lTC was required to indemnify its assignee if there was a
subsequent problem with the claim. MarMc's objection to the claim constituted a
problem. 	Carruth stated that upon realizing that lTC was going to have to address the
claim objection issue on behalf of Southpaw, lTC re-purchased the claim on the Monday
prior to the evidentiary hearing.
1 Mr. Childers testified that "mancamps" are movable living quarters, built on skid, provided for workers in
the oil field.
Page2
Case 10-20653 Doc 812 Filed 06/17/13 Entered 06/17/13 15:46:09 Desc Main
Document Page 2 of 6

Mr. Childers worked for MarMc for about two years at the Hiland location. His
job included overseeing the remodeling inspections and supervising/performing the day-
to-day operations of the restaurant, bar and hotel. Mr. Childers testified that: (1)
Richardson scheduled the sub-contractors; (2) all bills for the remodeling, repairs and
operations of the Hiland store, bar and motel were sent to MarMc; (3) the electrical work
provided was to "revamp the electrical system" to provide sufficient electrical service for
the mancamps located on the property and overhaul the electrical system throughout the
restaurant, bar and motel. Mr. Childers testified that "people" from MarMc stayed in the
mancamps and used the facilities. 	MarMc's employees, guests and Richardson, stayed
and used the facilities at Hiland, including but not limited to, staying over night, fueling
MarMc trucks and using the Hiland facilities for MarMc's promotional parties.
Cindy Richardson testified that MarMc did not own the facility in Hiland. It is
owned by Richardson, individually. MarMc was an oil-field transportation and movers
business. 	Cindy testified that Richardson operated MarMc until March or April, 2010
when she became involved after Richardson had basically stepped out of the picture.
Cindy admitted that Richardson was president and operating MarMc in 2008 and 2009.
Discussion
A properly tiled proof of claim constitutes prima facie evidence of the validity and
Page 3
Case 10-20653 Doc 812 Filed 06/17/13 Entered 06/17/13 15:46:09 Desc Main
Document Page 3 of 6

amount of the claim? Such a claim is deemed allowed unless a party in interest objects. 3
The objecting party has the burden of going forwarded with evidence supporting the
objection. Such evidence must be of a probative force equal to that of the allegations
contained in the proof of claim. However, an objection raising only legal issues is
sufficient. Once the objecting party has reached this threshold, the creditor has the
ultimate burden of persuasion as to the validity and amount of the claim. 4 The validity of
a creditor's claim is determined under state law. The bankruptcy court is required to
determine validity or invalidity of the contract by looking to the law of the state which
the court found that the contract was made and primarily payable. 5
Validity of the Claim
(1) 	Oral contract.
The basic elements of a contract are offer, acceptance, and consideration. When
these elements have been established, courts conclude that there has been a meeting of
the minds and an enforceable contract exists. 6 In this case, Carruth and Childers testified
that MarMc, through its president, Richardson, requested ITC perform the electrical
Page4
2 Fed. R. Bankr. P. 3001(t).
3 11 U.S.C. § 502(a).
4 in re Geneva Steel Co. 260 B.R. 517 (l O'h Cir. BAP 200 I) ln re Harrison, 987 F.2d 677 (1 O'h Cir. 1993).
5 Orogen v. Gardner, 498 U.S. 279 ( 1991 ).
6 Dietz v Dietz, 999 P. 2d 642 (Wyo. 2000).
Case 10-20653 Doc 812 Filed 06/17/13 Entered 06/17/13 15:46:09 Desc Main
Document Page 4 of 6

work at Hiland. 	ITC accepted the offer of the work and there was consideration paid for
the services. The court finds that there was a meeting of the minds and an oral contract
existed.
MarMc raised the issue that MarMc does not own the Hiland facility; a corporate
resolution was not passed authorizing Richardson to use MarMc funds to pay for the
electrical services provided and MarMc did not receive any benefit from the electrical
services lTC performed. This court addressed the issue of Richardson, individually,
incurring debts on behalf ofMarMc in the Memorandum Opinion on Objection to Proofs
of Claim of Fremont Aviation entered on Dec. 19, 2011. The court found that (1)
Richardson's acts of incurring debt on behalf of MarMc were acts that could have been
authorized by its boards of directors; (2) MarMc accepted and retained the benefits of the
Hiland facility when its employees stayed overnight, fueled their trucks; and MarMc
hosted promotional events from Hiland; (3) the bills for the remodeling and operations
were sent to MarMc and paid from an account titled, "Richardson and Richardson" were
assumed to include Mark Richardson and Cindy Richardson, as the parties were married
at that time and the owners and officers ofMarMc; and, (4) MarMc's management and
board of directors did not question or repudiate the expenses. In conclusion, the court
finds that the claim is valid.
Amount of the Claim
lTC provided copies of invoices that support the claim amount. The claim amount
Page 5
Case 10-20653 Doc 812 Filed 06/17/13 Entered 06/17/13 15:46:09 Desc Main
Document Page 5 of 6

was not contested by MarMc. The court's review of the invoices and proof of claim
reflect that one payment was credited to the invoice balance corresponding to the claim
amount of$26,243.66. lTC carried its burden by providing evidence of the validity of
the amount.
In conclusion, ITC met its burden of providing testimony and evidence of the
validity and amount of the claim. MarMc's objection shall be overruled and ITC's claim
allowed.
This opinion constitutes the Court's findings of fact and conclusions of law. A
separate order shall be entered pursuant to Fed. R. Bankr. P. 9021.
DATED this .L2day of June, 2013.
Service to:
Page 6
Stephen Winship
Blair Trautwein
Case 10-20653 Doc 812 Filed 06/17/13 Entered 06/17/13 15:46:09 Desc Main
Document Page 6 of 6