Qmect, Inc. v. Burlingame Capital Partners II et al

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UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF CALIFORNIA
In re 	No. 04-41044 TK
Chapter 7
QMECT, INC.,
Debtor.
___________________________/
QMECT, INC., 	A.P. No. 04-4171 AT
Plaintiff,
vs.
BURLINGAME CAPITAL PARTNERS,
II, L.P.; ELECTROCHEM FUNDING,
LLC,
Defendants.
___________________________/
MEMORANDUM OF DECISION
In this adversary proceeding, John Kendall (the “Trustee”), the
trustee of the above-captioned chapter 7 debtor (the “Debtor”), seeks
to avoid under 11 U.S.C. § 547(b) and recover under 11 U.S.C.
§ 	550(a)(1) 	from 	defendant 	Burlingame 	Capital 	Partners, 	II, 	L.P.
(“Burlingame”) 	the 	value 	of 	the 	transfers 	of 	security 	interests 	in
the Debtor’s accounts receivable and inventory that occurred during
Signed: August 07, 2007
________________________________________
LESLIE TCHAIKOVSKY
U.S. Bankruptcy Judge
________________________________________
Entered on Docket
August 08, 2007
GLORIA L. FRANKLIN, CLERK
U.S BANKRUPTCY COURT
NORTHERN DISTRICT OF CALIFORNIA
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1Shortly before the Debtor’s bankruptcy petition was filed,
Burlingame purchased Comerica’s secured claim. 	Shortly after the
petition was filed, the principals of Burlingame formed defendant
Electrochem Funding LLC (“Electrochem”), and the secured claim
acquired from Comerica was transferred to Electrochem.
2
the 90 days preceding the filing of the Debtor’s chapter 11 petition
(the 	“Preference 	Period”). 	Burlingame 	moves 	for 	summary 	judgment,
contending that, as a matter of law: (1) the Trustee will be unable
to establish the fifth element of a preference claim under 11 U.S.C.
§ 	547(b)(5); 	and 	(2) 	even 	if 	he 	can, 	Burlingame 	is 	entitled 	to 	a
complete defense under 11 U.S.C. § 547(c)(5). 	For the reasons stated
below, 	the 	Court 	concludes 	that 	the 	motion 	for 	summary 	judgment
should be denied.
SUMMARY OF UNDISPUTED FACTS
The 	Debtor 	filed 	a 	chapter 	11 	bankruptcy 	petition 	on 	February
27, 2004. 	Prior to its filing and during the chapter 11 phase of the
case, before the case was converted to chapter 7, the Debtor operated
an electroplating business. 	As such, the Debtor generated inventory
and accounts receivable. 	At the beginning of the Preference Period–-
on 	December 	27, 	2003--the 	Debtor 	had 	two 	secured 	creditors. 	The
senior secured creditor was Comerica Bank (“Comerica”). 	The junior
secured 	creditor 	was 	Burlingame. 	Both 	Comerica 	and 	Burlingame 	had
security 	interests 	in 	virtually 	all 	of 	the 	Debtor’s 	assets, 	which
included accounts receivable and inventory. 1
At 	all 	times 	during 	the 	Preference 	Period, 	Burlingame 	was
undersecured: i.e, the value of its collateral, taking into account
the 	amount 	of 	the 	senior 	secured 	debt, 	was 	less 	than 	the 	amount 	of
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2The Trustee’s opposition to the motion incorporates the
Declaration of Marc Lumer (the “Lumer Declaration”), the Debtor’s
accountant during the chapter 11, filed in support of his
opposition to Burlingame’s previous motion for summary judgment.
The Lumer Declaration states that the increase in the value of the
accounts receivable and inventory was $156,939.
3Schedule E of the Debtor’s Schedules of Assets and
Liabilities, which is attached to the Lumer Declaration, lists
$83,433 in unpaid priority wage claims. 	As applicable to the
Debtor’s case, priority wage claims must have arisen during the 90
days preceding the filing of the petition. 	See 11 U.S.C. §
507(a)(3)(A). 	This provision has since been renumbered as 11
U.S.C. § 507(a)(4)(A). 	See Pub. L. No. 109-8, §§ 212, 1401, 119
Stat. 23, 51, 214.
3
Burlingame’s debt. 	During the Preference Period, some, if not all,
of the accounts receivable and inventory in which Burlingame held a
security interest at the beginning of the Preference Period generated
cash 	proceeds. 	These 	proceeds 	were 	then 	spent 	in 	the 	continued
operation of the business, and new inventory and accounts receivable
were generated.
Pursuant to the after-acquired property clause in Burlingame’s
security 	agreement, 	Burlingame 	automatically 	acquired 	liens 	in 	the
new accounts receivable and inventory generated during the Preference
Period. 	On 	the 	petition 	date, 	the 	value 	of 	Burlingame’s 	security
interest 	in 	the 	Debtor’s 	accounts 	receivable 	and 	inventory 	then 	in
existence was greater than the value of its security interest in the
accounts 	receivable 	and 	inventory 	in 	existence 	at 	the 	beginning 	of
the Preference Period. 2 	On the petition date, the Debtor was subject
to 	unpaid 	employee 	wage 	claims 	for 	services 	provided 	during 	the
Preference Period. 3
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4
LAW APPLICABLE TO MOTIONS FOR SUMMARY JUDGMENT
Rule 56 of the Federal Rules of Civil Procedure, made applicable
to 	this 	adversary 	proceeding 	by 	Rule 	7056 	of 	the 	Federal 	Rules 	of
Bankruptcy 	Procedure, 	provides 	that 	summary 	judgment 	should 	be
granted 	if 	there 	are 	no 	genuine 	issues 	of 	material 	fact 	and 	the
moving 	party 	is 	entitled 	to 	judgment 	as 	a 	matter 	of 	law. 	Fed. 	R.
Civ. P. 56(c). 	The moving party bears the burden of establishing the
absence 	of 	a 	genuine 	issue 	of 	material 	fact. 	Celotex 	Corp. 	v.
Catrett, 477 U.S. 317, 322-23 (1986). 	That burden may be met either
by 	producing 	evidence 	sufficient 	to 	entitle 	the 	moving 	party 	to
judgment 	in 	its 	favor 	or 	by 	raising 	a 	point 	of 	law, 	based 	on 	the
undisputed facts, with the same effect.
If 	the 	moving 	party 	meets 	its 	initial 	burden 	by 	producing
evidence, 	the 	party 	opposing 	the 	motion 	must 	come 	forward 	with
specific facts establishing a genuine factual issue and may not rely
on mere allegations or denials. 	Anderson v. Liberty Lobby, Inc., 477
U.S. 	242, 	250 	(1986). 	The 	trial 	judge 	must 	accept 	as 	true, 	all
evidence offered by the party opposing the motion and must draw all
legitimate 	inferences 	in 	its 	favor. 	Windon 	Third 	Oil 	and 	Gas
Drilling P’ship v. Federal Deposit Ins. Corp., 805 F.2d 342, 346 (10 th
Cir. 	1986), 	cert. 	denied 	480 	U.S. 	947 	(1987). 	Where 	the 	moving
party’s 	contention 	is 	that 	the 	plaintiff’s 	claim 	must 	fail 	as 	a
matter of law, based on undisputed facts, the motion may be decided
without 	any 	additional 	evidence. 	See 	Thrifty 	Oil 	Co. 	v. 	Bank 	of
American 	Nat’l 	Trust 	& 	Sav. 	Ass’n, 	322 	F.3d 	1039, 	1046 	(9 th 	Cir.
2003).
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5
The plaintiff has the burden of proof with respect to the main
elements of a preference claim. 	11 U.S.C. § 547(g). 	A defendant has
the burden of proof with respect to any affirmative defense asserted
to a preference claim. 	Id.
DISCUSSION
As 	noted 	above, 	Burlingame 	seeks 	summary 	judgment 	on 	two
grounds. 	First, 	it 	contends 	that, 	as 	a 	matter 	of 	law, 	under 	the
facts recited above, the Trustee cannot establish that the transfers
of 	security 	interests 	in 	the 	accounts 	receivable 	and 	inventory
acquired during the Preference Period permitted Burlingame to receive
more than it would have received in a chapter 7 liquidation had the
transfers not occurred. 	11 U.S.C. § 547(b)(5). 	Second, Burlingame
contends 	that, 	even 	if 	the 	Trustee 	can 	establish 	this 	element 	of 	a
preference 	claim, 	it 	is 	entitled 	to 	a 	complete 	defense 	under 	11
U.S.C. § 547(c)(5). 	The Court will address each argument in turn.
A. 	FIFTH ELEMENT OF A PREFERENCE CLAIM
As 	relevant 	to 	this 	proceeding, 	11 	U.S.C. 	§ 	547(b) 	provides
that, 	“[e]xcept 	as 	provided 	in 	subsection 	(c)..., 	the 	trustee 	may
avoid any transfer of an interest of the debtor in property–
(1) to or for the benefit of a creditor;
(2) for or on account of an antecedent debt owed by the debtor
before such transfer was made;
(3) made while the debtor was insolvent;
(4) made–
(A) on or within 90 days before the date of the filing of
the petition;...
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...
(5) 	that 	enables 	such 	creditor 	to 	receive 	more 	than 	such
creditor would receive if–
(A) the case were a case under chapter 7 of this title;
(B) the transfer had not been made; and
(C) 	such 	creditor 	received 	payment 	of 	such 	debt 	to 	the
extent provided by the provisions of this title.
11 	U.S.C. 	§ 	547(b). 	Each 	of 	the 	elements 	recited 	above 	must 	be
established for the trustee to prove a claim to avoid a preferential
transfer by the debtor. 	As noted above, Burlingame contends that the
Trustee 	will 	be 	unable, 	as 	a 	matter 	of 	law, 	to 	establish 	the 	fifth
element of a preference claim.
The 	transfer 	of 	a 	security 	interest 	may 	be 	avoided 	as 	a
preference 	provided 	the 	transfer 	occurred 	during 	the 	preference
period. 	See 	11 	U.S.C. 	§§ 	101(54), 	547(e)(3). 	When 	the 	debtor 	owns
the 	asset 	that 	serves 	as 	the 	creditor’s 	collateral 	at 	the 	time 	the
security 	documents 	are 	executed, 	the 	transfer 	of 	the 	security
interest occurs when the agreement is signed or when the interest is
perfected by recordation. 	See 11 U.S.C. § 547(e)(2). 	However, when
the 	debtor 	acquires 	an 	asset 	that 	it 	has 	agreed 	may 	serve 	as 	the
creditor’s collateral after these acts occur, the transfer does not
occur 	until 	the 	debtor 	has 	acquired 	rights 	in 	the 	asset. 	See 	11
U.S.C. § 547(e)(3).
When 	a 	creditor’s 	collateral 	is 	accounts 	receivable 	and
inventory, its collateral is regularly being dissipated through the
operation 	of 	the 	debtor’s 	business, 	and 	new 	collateral 	of 	the 	same
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7
type 	is 	generated. 	Assuming 	the 	secured 	creditor’s 	security
agreement 	has 	an 	after-acquired 	property 	clause, 	the 	debtor’s
acquisition of each new collateral asset constitutes a new transfer.
If the transfers of this sort that occur during the preference period
are avoided, the secured creditor will virtually always receive less
in a chapter 7 liquidation than if the transfers were not avoided.
Burlingame does not quarrel with this basic principle. 	However,
it 	contends 	that 	the 	principle 	does 	not 	apply 	when 	the 	secured
creditor 	has 	a 	“blanket 	lien.” 	In 	support 	of 	its 	position,
Burlingame 	cites 	In 	re 	Castletons, 	Inc., 	990 	F.2d 	551 	(10 th 	Cir.
1993). 	In 	Castletons, 	the 	trustee 	sought 	to 	avoid 	as 	preferential
transfers of security interests in accounts receivable and inventory.
The 	claims 	were 	dismissed 	after 	a 	trial 	on 	merits. 	The 	district
court affirmed, as did the Tenth Circuit Court of Appeals. 	990 F.2d
at 553-60.
Like 	Burlingame, 	the 	secured 	creditor 	in 	Castletons 	had 	a
security interest in virtually all of the debtor’s assets, including
accounts receivable and inventory. 	For this reason, the bankruptcy
court 	concluded 	that 	the 	trustee 	had 	failed 	to 	meet 	her 	burden 	of
proving at trial that the transfers permitted the creditor to receive
more than it would have received in the chapter 7 liquidation. 	Id.
at 554-56. 	It reasoned as follows:
This 	case 	is 	distinctive 	because 	none 	of 	the
debtor’s 	assets, 	and 	therefore 	none 	of 	the
potential assets of the estate, was uncovered at
any time during the preference period. 	All were
subject 	to 	Zions’ 	floating 	lien. 	While 	the
identity 	of 	individual 	items 	of 	collateral
changed 	because 	of 	sales 	and 	subsequent
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4Burlingame cited Castletons in support of an earlier motion
for summary judgment filed in this proceeding in 1994. 	At that
time, the Court found the above-cited rationale persuasive. 	It no
longer does. 	In particular, the Court disagrees with the statement
in Castletons that a change in the specific accounts receivable and
inventory covered by the security interest is merely a change in
description. 	Moreover, the decision in Castletons was made after a
full trial, not in the context of a motion for summary judgment.
8
acquisitions 	of 	new 	collateral, 	the 	overall
nature of Zions’ security interest remained the
same. 	Thus, even though trustee is semantically
correct 	when 	she 	says 	Zions 	acquired 	“new”
collateral 	during 	the 	preference 	period, 	the
collateral 	was 	new 	only 	to 	the 	extent 	of 	its
description. 	In fact, so-called new collateral
merely 	evolved 	from 	“old” 	collateral.
Therefore, the extent of Zions’ covered position
remained 	the 	same 	throughout 	the 	preference
period.
Id. 	at 	556. 4 	Thus, 	the 	Castletons 	court 	viewed 	the 	new 	accounts
receivable 	and 	inventory 	as 	the 	“proceeds” 	of 	the 	old 	accounts
receivable and inventory.
The Court finds too broad the Castletons court’s construction of
the term “proceeds.” 	It agrees that an account receivable generated
by 	the 	sale 	of 	a 	piece 	of 	inventory 	may 	constitute 	the 	proceeds 	of
the 	inventory 	and 	that 	the 	cash 	collected 	in 	payment 	of 	an 	account
receivable may constitute the proceeds of the account receivable. 	It
does 	not 	agree 	that 	new 	inventory 	acquired 	and 	a 	new 	account
receivable generated constitutes the proceeds of prior assets of the
same 	type 	produced 	in 	the 	operation 	of 	the 	debtor’s 	business 	even
when the creditor holds a “blanket lien.”
The 	Bankruptcy 	Code 	does 	not 	provide 	a 	definition 	of 	the
“proceeds.” 	However, 	11 	U.S.C. 	§ 	552 	provides 	a 	clue 	as 	to 	how 	it
broadly it should be construed. 	Section 552(a) provides that, except
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5The inappropriateness of such a broad construction of the
term “proceeds” is highlighted by the nature of the Debtor’s
business. 	The Debtor held little or no inventory for sale. 	Third
parties delivered equipment to the Debtor for electroplating. 	The
equipment was returned to those customers when the electroplating
was done. 	The Debtor did not own or sell the equipment. 	It was in
a service business. 	The labor provided by the Debtor’s employees
and the raw materials supplied by vendors and used in the
electroplating contributed substantially to the production of the
new accounts receivable.
9
as provided in subsection (b), a security interest that attaches to
after-acquired property is cut off as of the petition date and does
not 	attach 	to 	property 	acquired 	by 	the 	debtor 	post-petition.
However, 	Section 	552(b) 	provides 	that 	the 	security 	interest 	does
attach to the post-petition proceeds of the creditor’s pre-petition
collateral.
In a bankruptcy case, a court order is required for a creditor
security 	interest 	to 	obtain 	a 	security 	interest 	in 	the 	debtor’s
assets. 	Notice must be given to creditors, and certain showings must
be made. 	See 11 U.S.C. §§ 361, 362, 364. 	It would undermine all of
the safeguards provided by these Code sections if a creditor holding
a “blanket lien” could automatically claim all of the debtor’s post-
petition assets as its collateral. 5 	Thus, the Court concludes that
the first ground for Burlingame’s motion for summary judgment fails.
B. 	“IMPROVEMENT IN POSITION” DEFENSE
Burlingame’s second ground for its motion is that, even if the
transfers 	did 	constitute 	preferences, 	it 	is 	entitled 	to 	a 	complete
defense 	to 	their 	avoidance 	under 	11 	U.S.C. 	§ 	547(c)(5). 	As
applicable 	to 	this 	proceeding, 	11 	U.S.C. 	§ 	547(c)(5) 	provides 	that
the trustee may not avoid a transfer under § 547(b):
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(5) that creates a perfected security interest
in inventory or a receivable or the proceeds of
either, except to the extent that the aggregate
of 	all 	transfers 	to 	the 	transferee 	caused 	a
reduction, 	as 	of 	the 	date 	of 	the 	filing 	of 	the
petition and to the prejudice of other creditors
holding unsecured claims, of any amount by which
the 	debt 	secured 	by 	such 	security 	interest
exceeded the value of all security interests for
such debt...[at the beginning of the applicable
preference period].
11 U.S.C. § 547(c)(5). 	This defense is generally referred to as the
“improvement 	in 	position” 	defense. 	Thus, 	the 	value 	of 	an
undersecured creditor’s collateral on the petition date is compared
with the value of its collateral at the beginning of the preference
period. 	The 	transfers 	during 	the 	preference 	period 	are 	only
avoidable 	to 	the 	extent 	that 	the 	first 	value 	is 	higher 	than 	the
second.
The 	Trustee 	has 	presented 	evidence 	that 	the 	value 	of 	the
Debtor’s 	accounts 	receivable 	and 	inventory 	increased 	by 	$156,939.
Burlingame 	has 	presented 	no 	evidence 	to 	the 	contrary. 	Instead,
Burlingame contends that it is entitled to a complete defense because
the Trustee will be unable to prove that the preferential transfers
prejudiced unsecured creditors. 	See 11 U.S.C. § 547(c)(5). 	Again,
for this contention, Burlingame relies on Castletons and its “blanket
lien” theory.
The 	Castletons 	court 	held 	that, 	for 	unsecured 	creditors 	to 	be
prejudiced 	by 	the 	“improvement 	in 	position” 	of 	a 	creditor 	with 	a
floating lien in accounts receivable and inventory, there had to be
other 	unencumbered 	assets. 	Because 	the 	secured 	creditor 	held 	a
blanket 	lien 	and 	was 	undersecured, 	both 	at 	the 	beginning 	of 	the
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preference 	period 	and 	on 	the 	petition 	date, 	in 	either 	instance,
unsecured 	creditors 	would 	have 	received 	nothing. 	Therefore, 	the
transfers 	did 	not 	prejudice 	them. 	This 	rationale 	makes 	sense 	only
if 	one 	accepts 	the 	Castletons 	court’s 	construction 	of 	the 	term
“proceeds.” 	Otherwise, absent the preferential transfers, all of the
new accounts receivable and inventory would have been unencumbered.
Failing 	to 	avoid 	the 	transfers 	would 	prejudice 	unsecured 	creditors
by 	depriving 	them 	of 	recourse 	to 	these 	new 	assets. 	As 	discussed
above, the Court finds too broad the Castletons court’s construction
of the term “proceeds.”
The Court finds more illuminating the following comment from a
noted bankrutpcy treatise:
The 	increase 	in 	value 	[of 	the 	accounts
receivable 	and 	inventory 	collateral]
attributable 	to 	the 	debtor’s 	additional
investment 	of 	labor 	and 	materials 	would
represent 	an 	improvement 	“to 	the 	prejudice 	of
other 	creditors 	holding 	unsecured 	claims.” 	If
however, the secured creditor financed the cost
of 	labor 	and 	materials, 	or 	had 	an 	unavoidable
security 	interest 	in 	those 	materials, 	such 	an
increment 	of 	improvement 	would 	not 	prejudice
other 	creditors, 	and 	would 	thus 	not 	be
recoverable as a preference.
5 Collier on Bankruptcy ¶ 547.94[5] at 547-72. 	Burlingame cited this
comment 	in 	support 	of 	its 	position. 	However, 	it 	failed 	to 	provide
any evidence that it financed the cost of at least some of the labor
that 	generated 	the 	collateral 	in 	which 	it 	obtained 	new 	security
interests 	during 	the 	Preference 	Period. 	The 	Trustee, 	on 	the 	other
hand, 	has 	presented 	evidence 	that 	Burlingame 	failed 	to 	finance 	the
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6In all likelihood, there were also unpaid trade claims that
contributed to the value of the new accounts receivable and
inventory. 	The Trustee has failed to present any evidence of such
claims. 	However, since this pertains to a defense, the Trustee did
not bear the burden of coming forward with the evidence.
7Clearly, Burlingame is entitled to a partial defense under 11
U.S.C. 547(c)(5). 	The evidence before the Court at present
suggests that the limit of its liability, based on its “improvement
of position” is $156,939. 	However, if the unpaid wage and trade
claims incurred during the preference period prove to be less than
this amount, because of the “prejudice to unsecured creditors”
requirement of 11 U.S.C. § 547(c)(5), Burlingame’s liability may be
less than $156,939.
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cost of that labor. 6 	Therefore, the second ground for Burlingame’s
motion 	for 	summary 	judgment, 	based 	on 	its 	contention 	that 	it 	is
entitled to a complete defense under 11 U.S.C. § 547(c)(5), must also
fail. 7
CONCLUSION
For 	the 	reasons 	stated 	above, 	Burlingame’s 	motion 	for 	summary
judgment 	will 	be 	denied. 	Counsel 	for 	the 	Trustee 	is 	directed 	to
submit 	a 	proposed 	form 	of 	order 	in 	accordance 	with 	this 	decision.
END OF DOCUMENT
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COURT SERVICE LIST
William W. Huckins
Allen, Matkins, Leck, Gamble, Mallory et al.
3 Embarcadero Center 12th Fl.
San Francisco, CA 94111
Reidun Stromsheim
Law Offices of Stromsheim and Assoc.
201 California St. #350
San Francisco, CA 94111
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