Saturday, April 15, 2017

FYI: 11th Cir Holds Failure to File Proof of Claim in Receivership Does Not Extinguish Security Interest

The U.S. Court of Appeals for the Eleventh Circuit recently held that a court cannot extinguish a secured creditor's state-law security interests for failure to file a proof of claim during the administration of an equity receivership over entities involved in a Ponzi scheme.


A copy of the opinion is available at:  Link to Opinion


The U.S. Securities and Exchange Commission filed an action seeking the appointment of an equity receiver following the collapse of a Ponzi scheme.  The trial court appointed a receiver to "marshal and safeguard" the defendants' assets for the benefit of investors.


The trial court entered an order setting-up a claims administration process, which required that investors and non-investors file a proof of claim by a claim bar date providing the amount owed and supporting documents. The order did not distinguish between secured and unsecured creditors.


A bank that held mortgages securing loans against three properties under the receiver's control filed a proof of claim as to one of the properties, but not the other two, by the claims bar date.


The bank filed a motion seeking a determination that it did not have to file a proof of claim to preserve its security interests in all three properties or, alternatively, an order allowing it to file a late claim as to the two properties for which it had not filed a proof of claim based on excusable neglect under Federal Rule of Civil Procedure 60(b). The trial court never ruled on the motion.


Later, the receiver file a motion seeking: a) a determination that the bank's failure to submit proofs of claim for the two properties for which no claims were filed extinguished the bank's security interests; and b) release of the proceeds of the sale of one of the two such properties.


Reasoning that even secured creditors cannot ignore court orders and the bank's failure to comply by the claims bar date extinguished its lien rights, the trial court granted the receiver's motion, finding that the bank's "security interests in the two properties were not preserved due to its failure to submit Proofs of Claim." In addition, the trial court held that the bank's Rule 60(b) motion was "untimely and insufficient." The bank appealed.


On appeal, the Eleventh Circuit first rejected the receiver's argument that the bank's appeal was untimely because it was filed more than one year after the trial court's order establishing the claims filing process. The Court found this argument lacked merit because the "order establishing the claims filing procedure cannot be characterized as a 'final trial court judgment that ends the ligation on the merits and leaves nothing for the court to do but execute the judgment.'" In addition, the bank was contesting the voiding of its security interest, not the claims procedure.  Because the order was not final, the bank had no notice that the trial court would extinguish its liens automatically if it did not file a proof of claim. Thus, the first order from which the bank could appeal was the trial court's order granting the receiver's motion.


The Eleventh Circuit then turned to the question of whether the bank's security interests were properly terminated by the trial court, holding that while courts have inherently 'broad powers and wide discretion to determine relief in an equity receivership[,]" a court "does not have authority to extinguish creditor's pre-existing state law security interest…."


The Court reasoned, citing Supreme Court precedent, that "[it] is axiomatic that security interests in property are determined by state law, … and that 'a receiver appointed by a federal court takes property subject to all liens, priorities, or privileges existing or accruing under the laws of the state.'"


Because "there [was] minimal authority with respect to a district court's authority, in the context of a receivership, to extinguish a secured creditor's pre-existing state law security interest by operation of its own claims administration process[,]" the Court looked to its own prior bankruptcy rulings for guidance, finding them "both analogous and instructive" because "[a]fter all, a primary purpose of both receivership and bankruptcy proceedings is to promote the efficient and orderly administration of estates for the benefit of creditors."


The Eleventh Circuit explained that in a bankruptcy case, "a secured creditor's lien remains intact through the bankruptcy, regardless of whether the creditor files a proof of claim." The Court cited its own 2003 decision in In re Bateman for the proposition that "'[a]n unsecured creditor is required to file a proof [of] claim for its claim to be allowed, but filing is not mandatory for a secured creditor. In fact, a secured creditor need not do anything during the course of the bankruptcy proceeding because it will always be able to look to the underlying collateral to satisfy its lien.'"


The Court held that, although "[a] secured creditor certainly may file a proof of claim in a receivership action, in turn submitting itself to the jurisdiction of the receivership, and entitling itself to access of the general pool of receivership assets for any unsecured portion of its debt[,] … a federal district court cannot order a secured creditor to either file a proof of claim and submit its claim for determination by the receivership court, or lose its secured state-law property right that existed prior to the receivership."


Thus, the Eleventh Circuit reversed the trial court's order granting the receiver's motion seeking to extinguish the liens for failing to file proofs of claim as to the two properties, and the case remanded for further proceedings.




Ralph T. Wutscher
Maurice Wutscher LLP
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