Third Circuit disposition — 072429np-pdf

*Honorable Eugene E. Siler, Jr., Senior Circuit Judge for the United States Court
of Appeals for the Sixth Circuit, sitting by designation.
NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
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No. 07-2429
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IN RE: THCR/LP CORPORATION, et al.,
Debtors/Appellants
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On Appeal from the United States District Court
for the District of New Jersey
(D.C. Civil No. 06-cv-01591)
District Judge: The Honorable Renee M. Bumb
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Submitted Under Third Circuit LAR 34.1(a)
October 31, 2008
BEFORE: McKEE, NYGAARD, and SILER, Circuit Judges.*
(Filed: November 5, 2008)
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OPINION OF THE COURT
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NYGAARD, Circuit Judge.
Appellant, THCR LP, Corp., appeals from an order of the District Court which
reversed a bankruptcy court’s order, concluding that the plain and unambiguous language

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of the Joint Plan of Reorganization entitled the Former Shareholders to the distribution
package outlined therein. The District Court then remanded the matter to the bankruptcy
court for determination as to whether the Debtors are entitled to a credit under an unjust
enrichment theory. Appellant alleges as error the issues listed in paragraph I, taken
verbatim from its brief. Because we conclude that the District Court did not err, we will
affirm.
I.
The allegations of error asserted by appellant are as follows:
1. Where Former Shareholders sold their shares of the common stock of
THCR (“Old THCR Common Stock”) to purchasers on a national securities
market between the Plan record date and the “ex-date” established by the
National Association of Securities Dealers (the “NASD”), whether the
District Court committed reversible error when it interpreted the Plan to
require that the Debtors make a cash and warrants distribution directly to
Former Shareholders, despite provisions of the Plan that provided that the
Debtors shall be entitled to deal only with, and make the distribution to,
shareholders of record as of the record date, who in turn allocated it as
required by federal securities law to the purchasers of the Old THCR
Common Stock sold by Former Shareholders.

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2. Whether the District Court committed reversible error by interpreting the
Plan in a manner inconsistent with NASD Uniform Practice Code Rule
11140, which mandates that upon the sale of their Old THCR Common
Stock Former Shareholders transferred to their purchasers the right to
receive the Plan distribution package from Debtors.
3. Whether the District Court committed reversible error when it found that
Former Shareholders were entitled to receive a part of the distribution
package – a pro rata share of the proceeds from the sale of certain real
property – that had been distributed to the purchasers of the stock held by
Former Shareholders in compliance with a separate order of the Bankruptcy
Court that Former Shareholders contested in the Bankruptcy Court but did
not seek to stay pending this appeal.
II.
The facts and procedural history of this case are well known to the parties and the
court, and it is not necessary that we restate them here. The reasons we write an opinion
of the court are threefold: to instruct the District Court, to educate and inform the
attorneys and parties, and to explain our decision. We use a not-precedential opinion in
cases such as this, in which a precedential opinion is rendered unnecessary because the
opinion has no institutional or precedential value. See United States Court of Appeals for

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the Third Circuit, Internal Operating Procedure (I.O.P.) 5.3. Under the usual
circumstances when we affirm by not-precedential opinion and judgment, we briefly set
forth the reasons supporting the court’s decision. In this case, however, we have
concluded that neither a full memorandum explanation nor a precedential opinion is
indicated because of the very extensive and thorough opinion filed by Judge Renee M.
Bumb of the District Court. Judge Bumb’s opinion adequately explains and fully
supports her order and refutes the appellant’s allegations of error. Hence, we believe it
wholly unnecessary to further opine, or offer additional explanations and reasons to those
given by the District Court, why we will affirm. It is a sufficient explanation to say that,
essentially for the reasons given by the District Court in its opinion entered the 26th day
of April, 2007, we will affirm.
III.
In sum, for the foregoing reasons, we will affirm the order of the District Court
entered the 26th day of April, 2007.

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