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					                         IN THE UNITED STATES BANKRUPTCY COURT

                                 FOR THE DISTRICT OF DELAWARE

In re:                                     )                  Chapter 11
                                           )
Pacific Energy Resources Ltd., et al.,1    )                  Case No. 09-10785 (KJC)
                                           )                  (Jointly Administered)
               Debtors.                    )
___________________________________ )
Official Committee of Unsecured            )
Creditors, on behalf of Chapter 11 estates )
of Pacific Energy Resources Ltd., et al.,  )
                                           )
               Plaintiff,                  )
v.                                         )
                                           )                  Adversary Proceeding No. 10-[               ] (KJC)
Bakersfield Pipe & Supply, Inc.,           )
                                           )
               Defendant.                  )
___________________________________ )

                                                COMPLAINT

         For its Complaint against Bakersfield Pipe & Supply, Inc. (“Defendant”), the Official

Committee of Unsecured Creditors, on behalf of the Chapter 11 estates of Pacific Energy

Resources Ltd., et al. (the “Committee” or “Plaintiff”), alleges as follows:

                                       FACTUAL BACKGROUND

         1.      On March 9, 2009 (the “Petition Date”), the above-captioned debtors (the

“Debtors”) each filed a voluntary petition for relief under chapter 11 of title 11 of the United

States Code (as amended, the “Bankruptcy Code”).

         2.      On March 19, 2009, the Office of the United States Trustee appointed the

Committee.


         1
                  The Debtors in these cases are: Pacific Energy Resources Ltd.; Petrocal Acquisition Corp.; Pacific
Energy Alaska Holdings, LLC; Carneros Acquisition Corp; Pacific Energy Alaska Operating LLC; Carneros
Energy, Inc.; and Gotland Oil, Inc.
       3.      On April 5, 2010, the Committee filed the Motion Of The Committee: (i) For

Standing To Pursue Causes Of Action Belonging To Debtors’ Estates Arising Under Chapter 5

Of The Bankruptcy Code; And (ii) For Approval Of Procedures And Authority Governing

Settlement Of Chapter 5 Causes Of Action. The Court granted the relief requested in this

Motion on April 19, 2010, pursuant to which the Committee was granted standing and authority,

among other things, to prosecute, litigate and compromise causes of action belonging to the

Debtors’ bankruptcy estates that arise under Chapter 5 of the Bankruptcy Code and other

applicable law.

                                JURISDICTION AND VENUE

       4.      This Court has jurisdiction over the parties and the subject matter of this

proceeding pursuant to 28 U.S.C. §§ 157 and 1334.

       5.      This action is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

       6.      Venue of this action is proper in this district pursuant to 28 U.S.C. § 1409(a).

       7.      The statutory bases for the relief requested in this Complaint are 11 U.S.C.

§§ 502(d), 544, 547, 548 and 550 and Rules 3007 and 7001 of the Federal Rules of Bankruptcy

Procedure.

                                 GENERAL ALLEGATIONS

       8.      On or within 90 days before the petition date, which is the period from

December 10, 2008 to March 9, 2009 (the “Preference Period”), one or more of the Debtors

made one or more transfers of an interest in Debtors’ property totaling not less than the amounts

set forth on Exhibit A, or $168,354.73 in the aggregate, consisting of the payments to or for the

benefit of Defendant on the dates and in the amounts set forth on Exhibit A (the transfers




                                                -2-
identified on Exhibit A, together with all other transfers to or for the benefit of Defendant of

property in which Debtors have or had an interest are referred to as the “Transfers”).2

         9.       Plaintiff has made one or more demands for payment from Defendant.

                                                    COUNT 1

                       (Avoidance of Preferential Transfers - 11 U.S.C. § 547)

         10.      Plaintiff repeats and realleges the allegations contained above in all prior

paragraphs, as though fully set forth at length herein.

         11.      All of the Transfers were transfers of property, or an interest in property, of one or

more of the Debtors.

         12.      The Transfers were made or perfected by one or more of the Debtors to or for the

benefit of the Defendant.

         13.      The Transfers were made on or within ninety (90) days before the Petition Date.

         14.      Defendant was a creditor of one or more of the Debtors at the time of each of the

Transfers. At the time of each of the Transfers, Defendant had a right to payment on account of

an obligation owed to Defendant by one or more of the Debtors.

         15.      The Transfers were each made for or on account of an antecedent debt owed by

one or more of the Debtors to the Defendant before each of the Transfers were made.

         16.      The Transfers were made while the Debtors were insolvent. During the

Preference Period, the sum of Debtors’ debts exceeded the value of their assets. Pursuant to

11 U.S.C. § 547(f), the Debtors are presumed to be insolvent during the 90 days preceding the

filing of their petitions.
         2
                   Exhibit A reflects Plaintiff’s current knowledge of the transfers made to Defendant during the
Preference Period. During the course of this proceeding, Plaintiff may learn, through discovery or otherwise, of
additional transfers made to Defendant during the Preference Period. It is Plaintiff’s intention to avoid and recover
all Transfers, whether identified on Exhibit A or not.




                                                         -3-
       17.     As of the Petition Date, Debtor Pacific Energy Alaska Holdings, Inc. had $0.00 in

assets and $521,663,471.42 in liabilities. Upon information and belief, this balance of assets vs.

liabilities was roughly the same during the Preference Period.

       18.     As of the Petition Date, Debtor San Pedro Bay Pipeline Company had

$4,710,182.60 in assets and $393,918,235.60 in liabilities. Upon information and belief, this

balance of assets vs. liabilities was roughly the same during the Preference Period.

       19.     As of the Petition Date, Debtor Carneros Acquisition Corp. had $14,728,066.20 in

assets and $397,646,298.29 in liabilities. Upon information and belief, this balance of assets vs.

liabilities was roughly the same during the Preference Period.

       20.     As of the Petition Date, Debtor Carneros Energy, Inc. had $14,728,066.20 in

assets and $394,432,573.83 in liabilities. Upon information and belief, this balance of assets vs.

liabilities was roughly the same during the Preference Period.

       21.     As of the Petition Date, Debtor Pacific Energy Resources, Ltd. had

$202,870,798.06 in assets and $456,801,640.65 in liabilities. Upon information and belief, this

balance of assets vs. liabilities was roughly the same during the Preference Period.

       22.     As of the Petition Date, Debtor Pacific Energy Alaska Operating, Inc. had

$40,478,160.29 in assets and $642,025,512.35 in liabilities. Upon information and belief, this

balance of assets vs. liabilities was roughly the same during the Preference Period.

       23.     As of the Petition Date, Debtor Petrocal Acquisition Corp. had $15,762,848.59 in

assets and $392,446,864.24 in liabilities. Upon information and belief, this balance of assets vs.

liabilities was roughly the same during the Preference Period.




                                                -4-
       24.     As of the Petition Date, Debtor Gotland Oil, Inc. had $400.00 in assets and

$392,843,511.56 in liabilities. Upon information and belief, this balance of assets vs. liabilities

was roughly the same during the Preference Period.

       25.     The Transfers enabled the Defendant to receive more than the Defendant would

have received if: (a) the Debtors’ chapter 11 cases were cases under chapter 7 of the Bankruptcy

Code, (b) the Transfers had not been made and (c) the Defendant had received payment of its

debt to the extent provided by the provisions of title 11 of the United States Code.

       26.     Each of the Transfers constitutes an avoidable preference within the meaning of

11 U.S.C. § 547.

       27.     Accordingly, Plaintiff is entitled to an order and judgment against the Defendant

avoiding the Transfers under 11 U.S.C. § 547.

                                            COUNT 2

                      (To Avoid Fraudulent Transfers – 11 U.S.C. § 548)

       28.     Plaintiff repeats and realleges the allegations contained above in all prior

paragraphs as though fully set forth at length herein.

       29.     The Debtors whose property or whose interest in property was transferred in the

Transfers received less than a reasonably equivalent value in exchange for such Transfers.

       30.     The Transfers were made (a) at a time when Debtors were engaged or were about

to engage in a business and transactions for which the remaining assets of Debtors were

unreasonably small in relation to the business and transactions, (b) at a time when Debtors

intended to incur, or believed or should reasonably have believed that they would incur, debts

beyond their ability to pay as they became due, (c) at a time when Debtors were insolvent or

(d) with the result that Debtors became insolvent as a result of such Transfer(s).




                                                 -5-
       31.     Accordingly, each of the Transfers should be avoided and set aside as fraudulent

under 11 U.S.C. § 548.

                                             COUNT 3

 (Avoidance of Fraudulent Transfers Pursuant to the Uniform Fraudulent Transfers Act,
            the Uniform Fraudulent Conveyances Act, and 11 U.S.C. § 544)

       32.     Plaintiff repeats and realleges the allegations contained above in all prior

paragraphs, as though fully set forth at length herein.

       33.     The Debtors whose property or whose interest in property was transferred in the

Transfers received less than a reasonably equivalent value in exchange for such Transfers.

       34.     The Transfers were made (a) at a time when Debtors were engaged or were about

to engage in a business and transactions for which the remaining assets of Debtors were

unreasonably small in relation to the business and transactions, (b) at a time when Debtors

intended to incur, or believed or should reasonably have believed that they would incur, debts

beyond their ability to pay as they became due, (c) at a time when Debtors were insolvent or

(d) with the result that Debtors became insolvent as a result of such Transfer(s).

       35.     Upon information and belief, at all times relevant to this Complaint, there were

actual creditors of Debtors with allowable unsecured claims who could avoid the Transfers under

applicable state law.

       36.     Accordingly, each of the Transfers should be avoided and set aside as fraudulent

under 11 U.S.C. § 544(b)(1) and applicable state law.

                                             COUNT 4

                          (For Recovery of Property - 11 U.S.C. § 550)

       37.     Plaintiff repeats and realleges the allegations contained above in all prior

paragraphs, as though fully set forth at length herein.



                                                 -6-
       38.     Plaintiff is entitled to avoid the Transfers described above and on Exhibit A

pursuant to 11 U.S.C. § 547.

       39.     Plaintiff is entitled to avoid the Transfers described above and on Exhibit A

pursuant to 11 U.S.C. § 548.

       40.     Plaintiff is entitled to avoid the Transfers descried above and on Exhibit A

pursuant to 11 U.S.C. § 544 and applicable non-bankruptcy law.

       41.     The Defendant was the initial transferee of the Transfers, the intermediate or

mediate transferee of the initial transferee of the Transfers, or the person for whose benefit the

Transfers were made.

       42.     Pursuant to 11 U.S.C. § 550(a), Plaintiff is entitled to recover from Defendant an

amount to be determined at trial that is not less than the sum of the Transfers, plus interest to the

date of payment and the costs of this action.

                                             COUNT 5

                          (Disallowance of Claim - 11 U.S.C. § 502(d))

       43.     Plaintiff repeats and realleges the allegations contained above in all prior

paragraphs, as though fully set forth at length.

       44.     Defendant is the transferee of Transfers by one or more of the Debtors avoidable

under 11 U.S.C. §§ 544, 547, 548 and/or applicable non-bankruptcy law, which are recoverable

from Defendant under 11 U.S.C. § 550.

       45.     Pursuant to 11 U.S.C. § 502(d), in the event that Defendant is liable for any

avoidable Transfers, any claims held by the Defendant against the Debtors must be disallowed

unless Defendant pays the amount of the Transfers and recoverable property to Plaintiff.




                                                   -7-
                                 RESERVATION OF RIGHTS

       46.     Plaintiff reserves the right to bring all other claims or causes of action that

Plaintiff might have against Defendant, on any and all grounds, as allowed under the law or in

equity. Additionally, Plaintiff has not completed its review and analysis of proofs of claims filed

in Debtors’ bankruptcy cases. Therefore, nothing contained in this Complaint shall be construed

as a waiver of Plaintiff’s right to object to any proof of claim filed by the Defendant.

Accordingly, Plaintiff reserves the right to object, on any and all grounds, to any proof of claim

asserted by the Defendant. For such objections to claims (other than as stated herein), a separate

notice will be given and a separate hearing will be scheduled.

       WHEREFORE, Plaintiff requests entry of a judgment in its favor against Defendant as

follows:

               (a)     For avoidance and recovery of the Transfers, or the value thereof;

               (b)     For disallowance of Defendant’s Claims pursuant to 11 U.S.C. § 502(d)

unless the amount of the judgments for avoidance of Transfers are paid to Plaintiff;

               (c)     For pre- and post-petition interest on the amounts owed by Defendant to

the full extent allowed under applicable law at the highest legal rate;




                                                 -8-
             (d)    For all costs under applicable law; and

             (e)    For such other and further relief as is just and proper.

Dated: August 24, 2010                          Respectfully submitted,
Wilmington, DE


                                                /s/ James C. Carignan
                                                PEPPER HAMILTON LLP
                                                David B. Stratton (No. 960)
                                                James C. Carignan (No. 4230)
                                                Michael J. Custer (No. 4843)
                                                John M. Schanne, Jr. (No. 5260)
                                                Hercules Plaza, Suite 5100
                                                1313 N. Market Street
                                                P.O. Box 1709
                                                Wilmington, DE 19899-1709
                                                (302) 777-6500

                                                Francis J. Lawall, Esq.
                                                Nina M. Varughese, Esq.
                                                3000 Two Logan Square
                                                Eighteenth and Arch Streets
                                                Philadelphia, PA 19103-2799
                                                (215) 981-4000

                                                Counsel to the Official Committee of
                                                Unsecured Creditors




                                              -9-
                          EXHIBIT A

                 Bakersfield Pipe & Supply, Inc.

Check Date         Check/Wire Number               Check Amount
12/19/2008         7171                            $154,032.16
1/8/2009           7443                            $7,723.69
1/14/2009          7534                            $6,598.88
             .

				
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