Elephant Pharmacy, Inc

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UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF CALIFORNIA
In re 	No. 09-41019 TT
No. 09-41021 TT
ELEPHANT PHARMACY, INC., 	No. 09-42024 TT
and related cases 	Chapter 7
Debtors.
____________________________/
MEMORANDUM RE PROPOSED SALE OF ASSETS FREE AND CLEAR OF LIENS
The Court has reviewed the motion seeking an order authorizing
the sale of estate assets free and clear of certain liens and other
interests filed by the chapter 7 trustee in the above-captioned cases
(the 	“Trustee”). 	The 	Court 	has 	noted 	certain 	problems 	with 	the
motion. 	Since the hearing is scheduled on shortened time, the Court
assumes that time is of the essence and wishes to alert the Trustee
to these problems in advance of the hearing.
The Court notes that the Trustee seeks approval of the buyer as
a 	good 	faith 	purchaser 	pursuant 	to 	11 	U.S.C. 	§ 	363(m). 	Such 	a
finding 	can 	only 	be 	made 	if 	supporting 	evidence 	is 	provided.
Customarily, declarations to support such a finding are submitted by
both 	the 	seller 	and 	the 	buyer. 	If 	someone 	other 	than 	the 	stalking
Signed: March 30, 2009
________________________________________
LESLIE TCHAIKOVSKY
U.S. Bankruptcy Judge
________________________________________
Entered on Docket
March 30, 2009
GLORIA L. FRANKLIN, CLERK
U.S BANKRUPTCY COURT
NORTHERN DISTRICT OF CALIFORNIA
Case: 09-41019 Doc# 66 Filed: 03/30/09 Entered: 03/30/09 17:16:09 Page 1 of 3

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horse 	buyer 	is 	the 	successful 	bidder, 	the 	declaration 	can 	be
submitted later, when the proposed order is submitted.
The motion asks the Court to make a ruling that the sale is free
and clear of successor liability claims. 	While the Court agrees that
such 	claims 	are 	unlikely 	to 	be 	successful 	when 	assets 	are 	sold
through a bankruptcy, the Court does not believe it has jurisdiction
to make such a ruling, among other reasons, because there is no case
or 	controversy 	before 	the 	Court 	on 	this 	issue. 	The 	rationale 	for
this conclusion is identical to the rationale for not approving sales
free and clear of unknown liens which are not being asserted and the
holders of which have not received notice of the proposed sale.
END OF DOCUMENT
Case: 09-41019 Doc# 66 Filed: 03/30/09 Entered: 03/30/09 17:16:09 Page 2 of 3

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COURT SERVICE LIST
Jeremy W. Katz
Pinnacle Law Group
425 California St. #1800
San Francisco, CA 94104
Merle C. Meyers
Meyers Law Group, PC
44 Montgomery St. #1010
San Francisco, CA 94104
Case: 09-41019 Doc# 66 Filed: 03/30/09 Entered: 03/30/09 17:16:09 Page 3 of 3