Please, read the two cases attached and respond to the questions below each of the two cases. This assignment should be around 500 words including only the answers. Thanks!
Instructions: Please, read the two cases below and respond to the questions below each of the two cases. This assignment should be around 500 words including only the answers. Thanks! Case Analysis 30.3 - Smith v. Firstbank Corp. Court of Appeals of Michigan, 2013 WL 951377 (2013). In the Language of the Court PER CURIAM. * * * * The facts in this secured transactions case are not in dispute. Plaintiffs [Bradley Smith, on his own behalf and on behalf of the John J. Smith Revocable Living Trust] borrowed funds from [defendant Firstbank Corporation] in 2002; the notes to defendant were secured with pledges of Sparton Corporation stock as well as other collateral. Plaintiffs defaulted on these loans. Eventually, after many modifications and extensions, defendant took possession of the pledged shares of Sparton stock. Shortly thereafter, defendant sold the stock in two private transactions: on January 12, 2010, it sold 602,170 shares to a brokerage firm at $4.84 per share, and on February 19, 2010, it sold 450,000 shares to a brokerage firm at $5.05 per share. The parties agree that the closing price for Sparton stock on the New York Stock Exchange on both sale dates was $6.05 per share. Defendant then released the remaining collateral to plaintiffs and remitted to plaintiffs by cashier’s check the excess funds collected in the private sales. The value of the collateral retained by plaintiffs was over five million dollars. Plaintiffs filed suit [in a Michigan state court] against defendant, alleging that the sales violated defendant’s contractual duties to plaintiffs because they were “commercially unreasonable” * * *. Defendant moved the trial court for summary disposition [judgment]. * * * The trial court issued an Opinion and Order granting defendant’s motion * * *. This appeal followed. * * * * At issue in the instant case is the secured party’s disposition of collateral after the debtors’ default. Defendant, the secured party, was authorized by MCL [Michigan Compiled Laws] 440.9609 [Michigan’s version of UCC 9–609] to take possession of the collateral following plaintiffs’ default. The parties agree that plaintiffs defaulted in the instant case, and that defendant was within its rights to take possession of the pledged shares. MCL 440.9610 [Michigan’s version of UCC 9–610] governs the disposition of collateral after default, and provides in relevant part: * * * Every aspect of a disposition of collateral, including the method, manner, time, place, and other terms, must be commercially reasonable. Further, MCL 440.9627 [Michigan’s version of UCC 9–627] provides guidance for determination of whether the disposition of collateral was commercially reasonable, and provides in relevant part: * * * The fact that a greater amount could have been obtained by a collection, enforcement, disposition, or acceptance at a different time or in a different method from that selected by the secured party is not of itself sufficient to preclude the secured party from establishing that the collection, enforcement, disposition, or acceptance was made in a commercially reasonable manner. * * * * * * * The circumstances surrounding previous sales of Sparton stock on the public market, and concerns about what public sales would do to the share price, rendered defendant’s choice to sell in private transactions reasonable. * * * In 2008, Wachovia [Bank] sold approximately 400,000 shares of Sparton to satisfy plaintiff Smith’s debts. The sale required 18 separate transactions over a two-month period; during that period the share price declined by almost 50 percent. * * * It was not commercially unreasonable for defendant to seek a private sale to avoid this risk. [Emphasis added.] Plaintiffs further argue, however, that even if defendant’s choice to conduct a private, bulk sale was reasonable, the manner in which it conducted the private sale was not. * * * The record does not support this contention. An e-mail from Rick Barratt, agent of defendant, to Oberon Securities indicated that, in addition to requesting that Oberon bring them a buyer, defendant * * * “directed [our investment banker] to bring similar type offers to us as well.” In addition, defendant’s Chief Executive Officer testified * * * that “discounts in large transactions, in thinly traded stocks, were common” and that he was advised by employees of Oberon Securities that selling a “block this large would require a discount of 15 to 20 percent.” The evidence thus does not support the contention that defendant did not seek multiple offers or seek to get the best price for the stock. Rather, the evidence shows that defendant * * * received one offer for Smith’s stock, at a discount. Rather than risk public sales and a repeat of what happened in 2008, defendant made the sale. In fact, plaintiffs’ contention that defendant did not attempt to garner the best sale price it could is contradicted by the fact that defendant was able to sell the second block of shares (the shares pledged by the trust) for 21 cents more per share, notwithstanding that the closing price for Sparton was exactly the same on the day of both the first and second sales. * * * * * * * Although plaintiffs speculate that public sales would have resulted in a higher price, or that the private buyer could have been induced to pay a higher price, speculation and conjecture are insufficient to allow an opposing party to survive a motion for summary disposition. Affirmed. Questions: 1. What type of property was at the center of the dispute in this case? How did that property become involved in the dispute? 2. Why does collateral have to be disposed of in a commercially reasonable manner? Is price alone enough to prove reasonableness? Why or why not? Case 31.1 - In re Anderson United States Court of Appeals, Fourth Circuit, 811 F.3d 166 (2016). Background and Facts Henry Anderson filed a voluntary petition in a federal bankruptcy court for relief under Chapter 11 of the Bankruptcy Code. The U.S. Department of the Treasury, through the Internal Revenue Service (IRS), filed a proof of claim against the bankruptcy estate for $997,551.80, of which $987,082.88 was secured by the debtor’s property. Stubbs & Perdue, P.A., served as Anderson’s counsel. · To what does “counsel” refer? Here, “counsel” refers to the attorney or attorneys who represent a party in a legal dispute. In addition, sometimes “counsel” is used interchangeably with “advice.” During the proceedings, the court approved compensation of $200,000 to Stubbs for its services. These fees constituted an unsecured claim against the estate for administrative expenses. · What did it mean that the attorneys’ fees were an “unsecured claim”? Unsecured claims, in general, do not have priority over secured claims. Later, Anderson’s case was converted to a Chapter 7 liquidation. The trustee accumulated $702,630.25 for distribution to the estate’s creditors—not enough to pay the claims of both the IRS and Stubbs. · What is the difference between Chapter 7 and Chapter 11 of the Bankruptcy Code? Chapter 7 involves stopping the business, marshaling all assets, and paying off (to the best extent possible) the secured and unsecured creditors. In contrast, in Chapter 11 bankruptcy, the business continues to operate. The trustee excluded Stubbs’s claim. Stubbs objected. The court dismissed Stubbs’s objection. A federal district court upheld the dismissal. Stubbs appealed, arguing that the IRS’s claim should be subordinated to Stubbs’s claim for fees. In the Language of the Court Pamela HARRIS, Circuit Judge: * * * * * * * Before any of the events at issue here, Section 724(b)(2) * * * provided all holders of administrative expense claims, like Stubbs, with the right to subordinate secured tax creditors in Chapter 7 liquidations. But that statutory scheme was criticized on the ground that it created perverse incentives, encouraging Chapter 11 debtors and their representatives to incur administrative expenses even where there was no real hope for a successful reorganization, to the detriment of secured tax creditors when Chapter 7 liquidation ultimately proved necessary. · Why were the incentives “perverse”? Because attorneys representing companies in bankruptcy proceedings knew that no matter how high their expenses in managing the bankruptcy were, they would have priority in getting paid. · What is the issue in this bankruptcy dispute? Do unsecured claims by bankruptcy attorneys nonetheless have priority over holders of tax liens? * * * Congress responded with a fix * * * to limit the class of administrative expenses covered by Section 724(b)(2) * * *. In order to provide greater protection for holders of tax liens * * *, unsecured Chapter 11 administrative expense claims would no longer take priority over secured tax claims in Chapter 7 liquidations. [Emphasis added.] * * * * * * * The Bankruptcy Technical Corrections Act [BTCA] * * * clarified that Chapter 11 administrative expense claimants do not hold subordination rights under Section 724(b)(2). * * * Eleven months later, the Debtor’s bankruptcy case converted from Chapter 11 to Chapter 7, implicating Section 724(b)(2) for the first time. * * * * * * * As a general rule, a court is to apply the law in effect at the time it renders its decision. [Emphasis added.] * * * * Stubbs argues, however, that it would be unjust to apply the BTCA version of Section 724(b)(2) * * * to disallow payment on its unsecured claim for Chapter 11 fees. Prior to the BTCA, Stubbs contends, it was entitled to subordinate the IRS’s secured claim. The problem with Stubbs’s argument is its premise: that Stubbs held subordination rights under Section 724(b)(2) before the BTCA was enacted * * *. Before the BTCA was enacted, Section 724(b)(2) had no application to the Debtor’s case at all. It afforded Stubbs no entitlement to subordinate the IRS’s secured tax claim for the threshold reason that it simply did not apply in the Chapter 11 proceedings that began in this case * * * and did not end until * * * eleven months after the BTCA’s passage. The pre-BTCA version of Section 724(b)(2) that Stubbs invokes, in other words, never controlled this case. · What is the rule of law in this bankruptcy dispute? In conversions from Chapter 11 (reorganization) to Chapter 7 (liquidation) bankruptcies, bankruptcy attorneys’ unsecured claims cannot impinge on tax authorities’ claims during liquidation. Questions: Legal Environment - Why, as a general rule, should a court apply the law that is in effect at the time the court renders its decision? What If the Facts Were Different? - Suppose that Anderson had filed his initial bankruptcy petition under Chapter 7, not under Chapter 11. Would the result have been different? Discuss.