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Opinion 352

Case Name: 

In re Ambra Oil & Gas Co.

Judge: 
Judge Boulden
Date: 
May-29-1992
Case Number(s): 
89B-7810
Status: 

UNPUBLISHED

Body: 

Chapter 11 debtor-in-possession proposed a plan of reorganization that provided for systematic liquidation of all assets over a two-year period. Debtor proposed to continue operating its business during the liquidation period, in order to maximize the value of its assets. The plan also provided that, upon confirmation, debtor would receive a discharge of all of its debts. Under 11 U.S.C. § 1141(d)(3), such a discharge is permissible only if the evidence indicates that the debtor will engage in business after consummation of the plan. Creditors overwhelmingly approved the proposed plan, which would be consummated, for the purposes of § 1141(d)(3)(B), when substantially all of debtor's assets were liquidated. The only assets remaining after consummation would be the skill of the debtor's employees, its name, and its debt-free corporate shell. Debtor presented evidence that it intended to conduct its service business after its assets were liquidated, but did not clearly establish an ability to do so. The court determined that, given the uncertainty of market conditions, mere intent to conduct business was sufficient to satisfy § 1141(d)(3), as no evidence was presented that debtor proposed the plan for improper purposes.

Internal Ref: 
Opinion 352
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