Donna M. Ellis

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Hnuited States Bankruptey Court
District of Massachusetts

In re: Chapter 13
Case No. 05-60106

DONNA M. ELLIS,

Debtor

Neer ee ee ee ee ee

MEMORANDUM OF DECISION

Before the Court is the “Debtor's Objection to Proof of Claim filed by Midland States
Life Insurance Company” (the “Objection”) filed by Donna M. Ellis (the “Debtor”). The
contested issue is whether a default judgment obtained against the Debtor in state court
may be collaterally attacked, through the bankruptcy claims objection process, on grounds

that the underlying claim is void as against public policy.

I. FACTS AND TRAVEL OF THE CASE

The material facts are uncontested.

In November of 1993, the Debtor purchased a winning lottery ticket issued by the
Commonwealth of Massachusetts Lottery Commission. That ticket entitled the Debtor to
receive twenty annual lottery payments of $81,327 ($54,590 after deduction of taxes).

In 1997, the Debtor signed a promissory note in favor of Capulet Corporation
(“Capulet’) in the amount of $210,000 at an annual interest rate of 23.65%, payable in

eight annual installments of $53,900. The Debtor also attempted to grant a security interest

AUTHENTICATED
U.S. GOVERNMENT
INFORMATION

GPO

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in her annual lottery payments as security for the obligation to Capulet. The promissory
note and associated security agreement both contained choice of law and venue provisions
stating that Colorado law was to govern the terms of the note and that any related action
was to be brought in the State of Colorado. The promissory note, security agreement and
a related loan agreement were subsequently assigned to Midland States Life Insurance
Company (“Midland”).

The Debtor apparently defaulted on her payments to Midland, and Midland brought
suit against the Debtor in Denver, Colorado in January of 2001. The Debtor failed to
appear or to respond to the complaint, and a default judgment for $295,103.01 was
entered against her. The Debtor did not appeal that judgment, nor did she file a motion to
vacate or reconsider the judgment. Thereafter, Midland filed a complaint in the
Massachusetts Superior Court, Berkshire County, to domesticate the Colorado judgment.
The Debtor again failed to appear or respond, and the Berkshire Superior Court entered
default judgment against the Debtor for $295,860.01. Again, the Debtor chose not to
appeal and has not filed a motion to vacate or reconsider the judgment.

On December 7, 2005, the Debtor filed a voluntary petition under Chapter 13 of the
United States Bankruptcy Code (the “Bankruptcy Code’ or the “Code),' and Midland filed
a timely proof of claim for $411,894.66. Although Midland claimed a security interest in the
Debtor's lottery proceeds, this Court has previously ruled that the security interest is

unenforceable, see In re Fraden, 317 B.R. 24 (Bankr. D. Mass. 2004), and Midland agrees

that its claim, if any, is a general unsecured claim.

' See 11 U.S.C. §§ 101 et seq.

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The Debtor has now filed an objection to Midland’s proof of claim, arguing that
“Midland’s claim, in total, was unlawful, unenforceable, against public policy, and violative
of several laws . . . .” (emphasis added) and is barred by the doctrine of in pari delicto. The
Debtor tells a disturbing story — that Capulet flew her to Colorado at its expense and had
the Debtor sign loan documents there, specifically to avoid the effect of the Massachusetts
anti-assignability statute,? and asked the Debtor to tell no one of its strategy. At a hearing
on the Objection, Midland argued that the Court should not consider the issues raised by
the Debtor regarding the enforceability of the claim in light of public policy, as the Colorado
and Massachusetts default judgments are res judicata as to the existence of the debt. This
Court then took the matter under advisement “to consider the limited questions of whether
the Colorado and Massachusetts judgments are susceptible to collateral attack on public

policy grounds.”

II. POSITIONS OF THE PARTIES

The Debtor argues that it is within this Court’s equitable powers to look behind the
Colorado and Massachusetts judgments and to review the objection to claim, particularly
because the Debtor’s attack is grounded in public policy concerns. Furthermore, relying
principally on cases discussing the applicability of issue preclusion to default judgments,

the Debtor says the default judgment cannot be res judicata as to the enforceability of

? Under Massachusetts law in effect at the time the promissory note and security agreement
were signed, voluntary assignments of lottery prizes, including the pledge of a lottery prize as
collateral under a promissory note, were invalid and unenforceable. Mass. Gen. L. ch. 10, § 28; see
also In re Fraden, 317 B.R. at 35-37.

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Midland’s claim in the Debtor's bankruptcy case, because the issues raised in the
Objection were never “actually litigated” in the Colorado state action.

Midland says that the Debtor's issue preclusion argument misses the mark, since
issue preclusion principles are inapplicable here. Midland argues that 28 U.S.C. § 1738 (“§
1738"), promulgated pursuant to the Full Faith and Credit Clause of the United States
Constitution, requires this Court to give the Colorado judgment the same preclusive effect
that a Colorado court would provide. According to Midland, Colorado courts would find the
default judgment res judicata as to the existence of the debt and, therefore, this Court may
not entertain the Debtor’s most recent challenges to the Midland claim.

Midland further argues that 28 U.S.C. § 1257 (“§ 1257") divests this Court of subject
matter jurisdiction to determine the validity of Midland’s claim. According to Midland, the
Debtor's Objection is an impermissible attempt to have this Court sit as an appellate Court
with regard to the Colorado judgment. Midland maintains that § 1257, as explicated
through the Rooker-Feldman doctrine, prevents this Court from effectively negating the

state court judgment.

Ul. DISCUSSION

A. The Rooker-Feldman Doctrine

In some relatively rare circumstances, a federal court (with the exception of the
Supreme Court) will have no jurisdiction, pursuant to 28 U.S.C. § 1257, over certain claims
brought by a party to previous state court proceeding. Section 1257 provides that review
of “[flinal judgments or decrees rendered by the highest court of a State in which a decision

could be had” is solely within the province of the Supreme Court. Thus, by implication, the

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lower federal courts have no jurisdiction over federal claims that are essentially appeals

of state court decisions. Federacion de Maestros de P.R. v. Junta de Relaciones del

Trabajo de P.R., 410 F.3d 17, 21 (1st Cir. 2005).° This concept is most commonly referred

to as the “Rooker-Feldman doctrine” — taking its name from two Supreme Court cases in
which § 1257 was found to render lower federal courts without jurisdiction over claims by

parties to previous state court proceedings. See Rooker v. Fidelity Trust Co., 263 U.S. 413

(1923) and D.C. Ct. of App. v. Feldman, 460 U.S. 462 (1983); see also Exxon Mobil Corp.

v. Saudi Basic Indus. Corp., 544 U.S. 280, 283 (2005).

After Rooker and Feldman were decided, the doctrine began to evolve beyond the

scope apparently intended by the Supreme Court. Thus, in Exxon Mobile v. Saudi Basic

Industries, the Supreme Court clarified the contours of the Rooker-Feldman doctrine:

The Rooker-Feldman doctrine . . . is confined to cases of the kind from which
the doctrine acquired its name: cases brought by state-court losers
complaining of injuries caused by state-court judgments rendered before the
district court proceedings commenced and inviting district court review and
rejection of those judgments. Rooker-Feldman does not otherwise override
or supplant preclusion doctrine... .

544 U.S. at 284 (emphasis added); see also Federacion de Maestros, 410 F.3d at 23-24.

The Exxon Court was also careful to emphasize that § 1257 does not

stop a district court from exercising subject-matter jurisdiction simply
because a party attempts to litigate in federal court a matter previously
litigated in state court. If a federal plaintiff “present[s] some independent
claim, albeit one that denies a legal conclusion that a state court has
reached in a case to which he was a party . . ., then there is jurisdiction and
state law determines whether the defendant prevails under principles of
preclusion.”

3 The bar against appellate review of state court decisions also extends to decisions of
lower state courts, as explained in Hill v. Town of Conway, 193 F.3d 33, 40-41 (1st Cir. 1999).

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Id. at 293 (quoting GASH Assocs. v. Village of Rosemont, 995 F.2d 726, 728 (7th Cir.

1993)). The question, then, is whether the Objection is actually an attempt to appeal the
Colorado judgment, rendering this Court without jurisdiction to decide the issue, or whether
the Objection is an independent claim over which this Court retains jurisdiction.

Section 502 of the Bankruptcy Code (Ҥ 502") governs the allowance of claims in
a bankruptcy case. Pursuant to that section,

(a) A claim or interest, proof of which is filed under section 501... ., is
deemed allowed, unless a party in interest . . . objects.

(b) ...[I]f such an objection to a claim is made, the court, after notice and
a hearing, shall determine the amount of such claim . . ., and shall allow
such claim in such amount, except to the extent that —
(1) such claim is unenforceable against the debtor and property of
the debtor, under... applicable law....

11 U.S.C. § 502(a), (b). While the phrase “applicable law’ refers to state or federal law that
would govern the existence of a debt (or other claim) outside the bankruptcy context, “[t]he
concept of allowability of claims is exclusively a bankruptcy concept. The allowability of
claims is governed by the rules contained in section 502 and is primarily within the province
of the bankruptcy court to adjudicate.” Collier on Bankruptcy (15th ed. rev.) ]502.02[1]; see

also S.G. Phillips Constr., Inc. v. City of Burlington, Vermont (In re S.G. Phillips Constr.,

Inc.), 45 F.3d 702, 705 (2d Cir. 1995) (quoting In re BKW Sys., Inc., 66 B.R. 546, 548

(Bankr. D.N.H. 1986)) (‘Nothing is more directly at the core of bankruptcy administration
... than the quantification of all liabilities of the debtor,’ the bankruptcy court’s determination

whether to allow or disallow a claim is a core function.”); see also Cox v. Cox (In re Cox),

247 B.R. 556, 565, 570 (Bankr. D. Mass. 2000) (“The treatment of [a] claim as determined
by [another court] is the province of [the bankruptcy] court.”) (emphasis added).

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Through the Objection, the Debtor seeks a determination that the promissory note
is unenforceable against the Debtor because enforcement would be against public policy.
The balance of the Debtor's arguments are not directed toward the default judgment
obtained in Colorado, but toward the actions of Midland and its predecessor in interest,
Capulet, in the formation and execution of the promissory note and security interest. Thus,
although the Debtor seeks to “deny a conclusion” reached by the state court, she does not
“rest[ ] on allegations that the state-court proceedings or judgment violated federal law, or

that the judgment itself inflicted an injury.” Bolden v. City of Topeka, Kansas, 441 F.2d

1129, 1138 (10th Cir. 2006). Instead, she asserts a “claim” — the objection filed in
accordance with the Bankruptcy Code and rules‘ — that is independent of the state court

judgment. Therefore, even though sustaining the claim would deny the legal conclusion

reached by the Colorado state court, under Exxon, the Court retains jurisdiction over the

Objection to Midland’s claim.

B. Preclusion Principles

Although this Court retains jurisdiction to determine the allowability of Midland’s
claim, § 502 and § 1738, the Full Faith and Credit Statute, require this Court to give due
deference to the Colorado judgments according to applicable preclusion principles. §
502(b)(1) requires this Court to look to non-bankruptcy law in determining the validity of
Midland’s claim, and under § 1738, “. . . judicial proceedings of any court of any [ ] State .

.. shall have the same full faith and credit in every court within the United States... as they

“ See Federal Rules of Bankruptcy Procedure 3001-3002, 3007.

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have by law or usage in the courts of such State.”° Quite simply, this means that this Court
must “give the same preclusive effect to state court judgments that those judgments would

be given in the courts of the State from which the judgments emerged.” Migra v. Warren

City Bd. of Educ., 465 U.S. 75, 81 (1984) (quoting Kremer v. Chem. Constr. Corp., 456 U.S.

461, 466 (1982)); see also Marrese v. Am. Acad. of Orthopeaedic Surgeons, 470 U.S. 373,

380 (1985).
Two distinct preclusion principles are raised by the parties in their submitted briefs:
claim preclusion (or res judicata) and issue preclusion.® As this Court has previously noted,

The Supreme Court has defined the distinction between these two
concepts as follows:

Claim preclusion generally refers to the effect of a prior
judgment in foreclosing successive litigation on the very same
claim, whether or not relitigation of the claim raises the same
issues as the earlier suit. Issue preclusion generally refers to the
effect of a prior judgment in foreclosing successive litigation of an
issue of fact or law actually litigated and resolved in a valid court
determination essential to the prior judgment, whether or not the
issue arises on the same or a different claim.

° Midland correctly notes that § 1738 was passed to effectuate the Full Faith and Credit
Clause, Article IV, paragraph 1 of United States Constitution, which provides that “Full Faith and
Credit shall be given in each State to the public Acts, Records, and judicial Proceedings of every
other State. . . .” However, it is not the Constitutional mandate of full faith and credit that governs
how the federal courts must treat state court judgments, since the clause refers only to the States.
Instead, the Full Faith and Credit statute, § 1738, requires full faith and credit to be given in every
court, thus requiring the federal courts to defer to state court judgments accordingly.

® It is not uncommon for courts (including this one), to refer to both preclusion concepts as
falling under the broad rubric of “res judicata.” See Migra, 465 U.S. at 77 n.1; Moore v. Murphy (In
re Murphy), 297 B.R. 332, 347 (Bankr. D. Mass 2003). This has led to some confusion, however,
given that the term “res judicata” is also used to refer specifically to claim preclusion, while the term
“collateral estoppel” refers specifically to issue preclusion. Id. In an attempt to avoid this confusion,
the Court will hereafter attempt to restrict its terminology solely to “claim preclusion” and “issue
preclusion.” However, references to res judicata are made in the traditional, narrow sense to refer
only to claim preclusion.

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New Hampshire v. Maine, 532 U.S. 742, 748-49 (2001).

In re Murphy, 297 B.R. at 347. The Debtor is correct in asserting that default judgments are
often insufficient to later preclude litigation of a particular issue of fact or law, since the issue

would not have been “actually litigated” and would not have been “essential to the prior

judgment.” Arizona v. California, 530 U.S. 392, 414 (2000) (citing Restatement (Second)

of Judgments § 27, cmt. e at 257). But this Court need not, indeed cannot, look further into
the particular issues raised by the Debtor in the Objection. The Debtor is seeking to

relitigate the validity of the entire claim. Thus, the applicable doctrine is not issue preclusion,

but claim preclusion. See In re Brennan, 275 B.R. 172, 175-76 (Bankr. D. Mass. 2002).

Under Colorado law, claim preclusion “not only bars litigation of issues actually
decided, but also any issues that could have been raised in the first proceeding but were
not. Unlike issue preclusion, claim preclusion does not require actual litigation.” Cruz v.
Benine, 984 P.2d 1173, 1176 (Colo. 1999) (citations omitted). Claim preclusion will apply
where there is:

(1) finality of the first judgment,

(2) identity of subject matter,

(3) identity of claims for relief, and

(4) identity or privity between parties to the actions.

Id.; see also Argus Real Estate, Inc. v. E-470 Pub. Hwy Auth., 109 P.3d 604, 608 (Colo.

2005). Here, all four of these factors are met.’ The default judgment obtained in Colorado

is considered final for purposes of claim preclusion. Aspen Plaza Co. v. Garcia, 691 P.2d

’ Of course, the Colorado proceedings must also have met the minimum requirements of
procedural due process, Kremer, 456 U.S. at 482 &n.24, but there is no evidence or argument that
those standards have not been met.

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763, 764 (Colo. App. 1984); see also Riehle v. Margolies, 279 U.S. 218, 225 (1929) (“A

judgment of a court having jurisdiction of the parties and of the subject matter operates as
res judicata, in the absence of fraud or collusion, even if obtained upon a default.”). The
subject matter and claims for relief are the same, i.e., the existence and amount of
Midland’s claim on the promissory note signed by the Debtor. And the parties are identical.

The defenses to the judgment entered against the Debtor therefore cannot be raised
before this court. If the requirements for claim preclusion are met, the judgment “precludes
a claim ‘not only as to issues actually resolved, but to all matters germane to the general

issue which could or might have been litigated therein.” Prospero Assoc. v. Burroughs

Corp., 714 F.2d 1022, 1027 (10th Cir. 1983) (quoting Ballas v. Cladis, 447 P.2d 224, 228

(Colo. 1969), cert. denied, 395 U.S. 921 (1969)); see also Argus Real Estate, 109 P.3d at

608. The issues raised in the Objection could have, and should have, been raised before
the Colorado court. They were not. Thus, “claim preclusion bars the Debtor from raising
defenses to the underlying indebtedness represented by the Judgment.” In re Murphy, 297

B.R. at 347; see also In re Hall, 31 B.R. 148, 150 (Bankr. D. Okla. 1983) (“That judgment

exists. It is there. The fact that it was obtained by default does not concern us....”).

The Debtor argues, however, that this Court’s equitable powers allow it to ignore
basic principles of claim preclusion, because the matter at hand raises important issues
of public policy which, if raised before the Colorado court, would have resulted in a finding
that the promissory note was unenforceable against the Debtor. But any purported errors

in the Colorado judgment must be attacked by direct review of that judgment and may not

be collaterally attacked here. See Bryant v. United States, 71 F.Supp.2d 233, 236 n.4

(S.D.N.Y. 1999) (citing Federated Dept. Stores, Inc. v. Moitie, 452 U.S. 394, 398 (1981);

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Chicot County Drainage Dist. v. Baxter State Bank, 308 U.S. 371, 376 (1939); Baltimore

S.S. Co. v. Phillips, 274 U.S. 316, 325 (1927)). The “doctrine of res judicata serves vital

public interests beyond any individual judge’s ad hoc determination of the equities in a
particular case.” Moitie, 452 U.S. at 401, and decisions of the Supreme Court “support no
roving ‘public policy exception’ to the full faith and credit due judgments.” Baker v. Gen.

Motors Corp., 522 U.S. 222, 233 (1998).

IV. CONCLUSION

Although this Court retains jurisdiction over the Debtor's Objection to Midland’s claim
for the purpose of determining the amount and allowability of the claim, the prior judgment
entered against the Debtor, to which no defenses were raised and from which no appeal
was made, precludes this Court from considering public policy defenses to the
enforcement of the claim against the debtor. Accordingly, the Objection to Midland’s claim
will be OVERRULED. A separate order in conformity with this memorandum shall issue

forthwith.

DATED: June 21, 2006 By the Court,

Henry J. Boroff
United States Bankruptcy Judge

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United States Bankruptey Court
District of Massachusetts

In re: Chapter 13
Case No. 05-60106

DONNA M. ELLIS,

Debtor

Nee ee ee ee ee ee

ORDER

For the reasons set forth in this Court's Memorandum of Decision of even date, the
“Debtor’s Objection to Proof of Claim filed by Midland States Life Insurance Company” is

OVERRULED.

DATED: June 21, 2006 By the Court,

Hog ek lf

Henry J. Boroff
United States Bankruptcy Judge