Bankruptcy: Automatic Stay Corporations: Dissolution Environmental Law: Groundwater Pollution

摘要

This is a complex case dealing with the ramifications of bankruptcy and the parent/affiliate corporate relationship in the context of resolving liability claims caused by the contamination of a freshwater aquifer. The leasehold chain of title starts with a 1938 lease that in 1964 is owned by Richardson Oils, Inc., a predecessor of Bass Enterprises Production Co., which during this litigation changed its name to BEPCO, L.P.. After a series of transfers the 1938 lease is held by Andover Oil Co.. The assignments out of Richardson all provide that the assignee is to assume and perform all obligations under the lease. Eventually Andover is taken over by Santa Fe Minerals, Inc. (Santa Fe). Santa Fe and 1S375 Memorial Corp. (Memorial) are the debtors who commenced their Chapter 11 bankruptcy proceeding shortly before the trial on the contamination lawsuit was to have started. Memorial was the immediate parent of Santa Fe but it voluntarily dissolved in June 2001, and then attempted to revoke that dissolution in June 2004. BEPCO and Santa Fe, along with some of the other named defendants in the Louisiana suit agree to, but never sign, a joint defense agreement. The plaintiffs in the Louisiana suit dismiss Santa Fe with prejudice after the bankruptcy petition is filed. BEPCO then files a third parry complaint seeking to assert alter ego claims against various Santa Fe-related companies including Global Santa Fe Corp., the ultimate parent of all of the related companies, Entities Holding, Inc. and Global Santa Fe Corporate Services, Inc.. The Louisiana litigation was settled after trial began but before judgment by BEPCO which paid out $ 20 million in damages and agreed to do certain remedial work. Prior to the Louisiana litigation, the physical assets of Santa Fe are sold or otherwise disposed of to the related corporations. Santa Fe, itself, was purportedly dissolved in 2000 in Wyoming pursuant to its non-judicial statutory dissolution procedure. The notice of dissolution, however, is not filed under 2006. This action involves various motions by the parties in the bankruptcy proceeding, including BEPCO's attempt to dismiss the bankruptcy claim because it was filed in bad faith and a motion to modify the automatic stay so that it can prosecute its claims against Santa Fe and the other related corporations. BEPCO argues that Santa Fe and Memorial's bankruptcy decisions were made as part of a coordinated strategy to resolve existing and potential claims against them, including the Louisiana litigation. Because of the defects in the dissolution of both corporations the officers of the parent corporations were concerned that they would not be able to insulate themselves from liability. The court concludes that Santa Fe, having been incorporated and dissolved under Wyoming law was still eligible to file a Chapter 11 bankruptcy petition because, although dissolved, it still retains its corporate existence for the purpose of winding up its affairs.