74 B.R. 766

In re NANODATA COMPUTER CORPORATION, f/k/a Nanodata Corporation, Debtor. INTELLITEK COMPUTER CORPORATION, f/k/a Nanodata Computer Corporation, Plaintiff, v. KOLLMORGEN CORPORATION, Space Circuits Limited and 437492 Ontario Limited, Defendants, and United States of America, Intervenor.

Nos. CIV-85-1172E, CIV-85-1199E.

United States District Court, W.D. New York.

May 13, 1987.

*767Robert A. Weiner, New York City, for plaintiff.

Lawrence I. Weinstein, New York City, for defendants.

MEMORANDUM and ORDER

ELFVIN, District Judge.

These actions represent two procedural facets of the same problem. At root are various claims by Nanodata Computer Corporation (“Nanodata”) against Kollmorgen Corporation (“Kollmorgen”) and Space Circuits Limited.1 Initially, however, this Court must resolve questions of its own and the Bankruptcy Court’s jurisdictions as well as any constitutional implications the finding of such might have. The dual nature of the proceedings results from the decision of United States Bankruptcy Judge McGuire in the underlying proceeding, In Re Nanodata Computer Corp. (“In Re Nanodata”), 52 B.R. 334 (Bankr.W.D.N.Y.1985) finding, inter alia, a lack of jurisdiction in the Bankruptcy Court and recommending that this Court abstain from further involvement in the case. Thus pending before this Court is both the appeal from In Re Nanodata and the original action which has been returned to this Court in light of Judge McGuire’s decision.

This Court substantially agrees with Judge McGuire’s thorough analysis and will highlight, rather than reiterate, pertinent points. Nanodata was at the commencement of this action a Delaware corporation with its principal place of business in Buffalo, N.Y. and formed for the manufacture and marketing of digital computers and related products. Kollmorgen, a New York corporation, supplies certain computer hardware and had dealings with Nanoda-ta. On June 18, 1982 Nanodata filed a Chapter 11 Bankruptcy petition. On November 1,1982 Kollmorgen filed a proof of claim against Nanodata. January 13, 1984 Nanodata filed its Complaint against Koll-morgen 2 which was amended December 28, 1984 and includes causes of action for breach of warranty, breach of contract, intentional misrepresentation, negligent misrepresentation and negligent supervision of a licensee. On February 28, 1984 Nanodate filed objections to the allowance of Kollmorgen’s proof of claim which objections incorporated by reference the allega*768tions of the Complaint. Nanodata’s reorganization plan, including the distribution of any proceeds of the lawsuit brought by Nanodata against Kollmorgen and Space Circuits Limited was confirmed by the Bankruptcy Court (Dkt. No. 84-1007M).

The question is whether this Court, or the Bankruptcy Court derivatively, has and should exercise jurisdiction over Nano-data’s claims against Kollmorgen. Nano-data, preliminarily, asserts that this Court can avoid the more difficult questions of jurisdiction under the bankruptcy laws by finding diversity of citizenship between the parties. As a result of Nanodata’s March 1985 $20 million acquisition of two corporations, it relocated its financial, operational and management center to Lexington, Ky. in July 1985. Diversity clearly was not present when this lawsuit began. Nanoda-ta argues, plausibly, that this enormously expensive relocation obviously had nothing to do with this litigation and hence that there is no collusive manufacture of jurisdiction, and that the traditional rule that jurisdiction is to be determined as of the commencement of suit — see e.g. Conolly v. Taylor, 27 U.S. 556 (2 Pet.) 7 L.Ed. 518 (1829); Wigand v. Flo-Tek, Inc., 609 F.2d 1028, 1032 (2d Cir.1979), — should not apply. The point is interesting in theory but this Court is disinclined to overturn the substantial body of precedent supporting the traditional rule — particularly when the boundaries of the new rule proposed by Nanodata are left without rational articulation and limits. If this Court has jurisdiction over Nanodata’s claims, such must arise under the federal bankruptcy laws.

Section 1334 of Title 28 codifies this Court’s jurisdiction over bankruptcy and certain related cases.3 The procedures by which a district court may transfer title 11 cases to a bankruptcy judge, and the manner of acceptance by the bankruptcy judge of such cases are set forth in 28 U.S.C. § 157.4 These statutes were drafted in an

*769effort to resolve certain constitutional deficiencies in the Bankruptcy Act of 1978. See Northern Pipeline Co. v. Marathon Pipe Line Co. (“Marathon ”), 458 U.S. 50, 102 S.Ct. 2858, 73 L.Ed.2d 598 (1981). See generally In re Nanodata, supra; Norton and Lieb, Jurisdiction and Procedure Under the 1984 Bankruptcy Amendments (Norton Bankr.L.Prac.Monograph 1985 No. 1) (“Norton”). Absent consent of the parties as provided in 28 U.S.C. § 157(c)(2), a bankruptcy court’s power to hear and determine cases referred to it by the district court is limited to “all cases under title 11 and all core proceedings arising under title 11, or arising in a case under title 11”. 28 U.S.C. § 157(b)(1). Core proceedings are defined as including but not limited to certain categories enumerated in subsection 157(b)(2). Although Nanodata would have this Court read such subsection in a declaratory sense so that any proceeding that arguably falls within one of the listed categories would come within the jurisdiction of the bankruptcy court, Judge McGuire correctly found that such listed categories must be read in light of the definition of core proceedings in subsection 157(b)(1). In Re Nanodata, supra, at p. 341.5

Nanodata asserts that its claims against Kollmorgen are core either as counterclaims under subsection 157(b)(2)(C) or as coming within the catchall provision *770of subsection 157(b)(2)(0). Assuming, ar-guendo, that this is so, the question insofar as the jurisdiction vel non of the bankruptcy court is concerned (and the appeal from Judge McGuire’s decision that he did not have jurisdiction) is whether the claims arise under title 11 or arise in a case under title 11. 28 U.S.C. § 157(b)(1). As Judge McGuire stated:

“Nanodata’s litigation does not. In so concluding, this Court necessarily rejects Nanodata’s argument that its litigation was pivotal to its reorganization plan and, therefore, should be viewed differently. Quite to the contrary, in this Court’s view, the linchpin to deciding whether a cause of action arises under Title 11 or arises in a case under Title 11 is the underlying nature of the cause of action itself and not merely the importance of that cause of action to the debt- or or its creditors.” In Re Nanodata, supra, at p. 342.6

In fact, an interpretation of the statute requiring that core proceedings must either arise under or arise in, coupled with the finding that the present matters did not, effectively closes the possibility of jurisdiction in the bankruptcy court. The parties, however, and Judge McGuire, also directed some attention to “nexus” considerations. For example, Nanodata asserts the “strong federal bankruptcy interest” inherent in this action — both as it relates to potential bankruptcy court jurisdiction under the catchall provision of subsection 157(b)(2)(0) and as going more generally to the question whether this Court should abstain. As stated in its Memorandum of Law of May 31, 1985 at pp. 22-23,

“Nanodata is not suggesting that every action which in some fashion can be said to affect the debtor-creditor or equity security holder relationship is a core proceeding under Section 157(b)(2)(0). Instead, it is Nanodata's position that a state law cause of action which is critical to the adjustment of the debtor-creditor or equity security holder relationship effected in the underlying bankruptcy case is properly heard and determined by a bankruptcy court under Section 157(b)(2)(0). In essence, the cause of action must be of such substantial import to the debtor's reorganization efforts in the bankruptcy case to warrant its hearing and determination by the bankruptcy court. The mere fact that the successful prosecution of an action would increase the assets of a debtor’s estate (and thereby indirectly benefit its creditors and equity security holders) is not sufficient to meet this test.”

Elsewhere Nanodata attempts to distinguish this case, wherein supposedly the most significant asset of the bankrupt is a “multi-million dollar” breach of contract claim against a creditor which had filed a proof of claim, from Marathon, supra, wherein, assertedly, the claim was against a stranger to the underlying bankruptcy proceeding and was only peripherally related to the underlying proceeding. Nanodata Brief of November 1, 1985 at p. 35.7 The crux of Nanodata’s theory, however, is not the “peripheral” relationship of the party sued to the underlying proceeding but rather the dollar amount of the claim asserted. For, if the quantum of the claim did have a substantial impact on the reor*771ganization efforts, the peripheral nature of the adverse party would have little if any bearing. Moreover, to the extent “impact” and dollar amounts are the measure, the question becomes: What is the dividing line? Nanodata acknowledges that the mere increase in the assets of a debtor’s estate is not sufficient to convey jurisdiction. It is difficult, however, to see any real distinction — other than quantum, an arbitrary guide as stated — between that postulate and the case at bar. In practical terms a successful prosecution of this action will do no more than increase the estate assets.

There is a danger of overanalysis of the issues presented. The crux of the matter which should not be forgotten is that bankruptcy jurisdiction as such is not intended as a method of bringing state claims into a federal forum. Rather, and recognizing the significant interplay between state law and bankruptcy issues, federal courts acting in the bankruptcy context should deal with state law only to the extent such is necessarily and directly implicated by the bankruptcy issues. This appears to be the theme of Marathon, supra, 458 U.S. at p. 71, 102 S.Ct. at 2871:

“the restructuring of debtor-creditor relations, which is at the core of the federal bankruptcy power, must be distinguished from the adjudication of state-created private rights, such as the right to recover contract damages.”

The adoption in the bankruptcy amendments of the specific “core” terminology of Marathon evinces an intent, as Judge McGuire held, to maintain this careful distinction between specific bankruptcy procedural issues and routine state law claims which happen to have a bankruptcy connection.

Judge McGuire recommended that this Court abstain from further involvement in this case

“[bjecause the debtor’s reorganization plan has been confirmed and its reorganization case, for all intents and purposes, is nearly complete [and because] the relationship of the reorganization case to this adversary proceeding [is] too attenuated to warrant further federal involvement.” In Re Nanodata, supra, at p. 343.

Abstention would be mandatory under 28 U.S.C. § 1334(c)(2) except that the statute is prospective and this case was pending as of its enactment. However, under 28 U.S.C. § 1334(c)(1) a district court may abstain “in the interest of justice, or in the interest of comity with State Courts or respect for State law”. It need hardly be said that failure by this Court to abstain would be substantially inconsistent with its analysis of the jurisdictional questions herein. Because this Court will affirm Judge McGuire’s decision in all respects and follow his recommendation to abstain from taking jurisdiction, it is unnecessary to address other issues that have been raised. Accordingly, the August 27, 1985 decision of Judge McGuire is hereby ORDERED affirmed. It is hereby further ORDERED that this Court shall not entertain further proceedings in these actions consistent with the abstention provision in 28 U.S.C. § 1334(c)(1).8

Intellitek Computer Corp. v. Kollmorgen Corp. (In re Nanodata Computer Corp.)
74 B.R. 766

Case Details

Name
Intellitek Computer Corp. v. Kollmorgen Corp. (In re Nanodata Computer Corp.)
Decision Date
May 13, 1987
Citations

74 B.R. 766

Jurisdiction
United States

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