Bagley v. United States (In re Murdock Mach. & Eng'g Co. of Utah)
APPEAL
990 F.2d 567 (10th Cir.)
See 328.pdf & 329.pdf
In 1971, debtor held several contracts with the U.S. Navy, including one for construction of anti-submarine rocket launchers ("ASROC contract"). In 1975, the Navy terminated the ASROC contract, along with debtor's other Navy contracts, causing debtor to file for bankruptcy protection. The government filed proofs of claims in the bankruptcy, in which it asserted that its claims would completely offset all of debtor's claims against it, leaving it with a net claim against the estate. The bankruptcy trustee filed a complaint with the Armed Services Board of Contract Appeals ("ASBCA"), asserting wrongful termination of the ASROC contract by the Navy. In 1978, the Contract Disputes Act increased the ASBCA's jurisdiction. Relying on that Act, trustee filed a second claim for substantial consequential damages caused by the alleged wrongful termination of the ASROC contract. As the Navy contracting officer did not timely decide that claim, trustee appealed it to the ASBCA. Thereafter, the contracting officer denied the claim, and trustee appealed that ruling as well. All of trustee's claims were consolidated by the ASBCA, which then found that termination of the ASROC contract had been proper. Trustee appealed that decision to the Federal Circuit Court, which reversed and remanded for recalculation of the Navy's liability. In the interim, based on the Federal Circuit's decision, trustee requested disallowance of the government's claims from the bankruptcy court. The government responded by asking the bankruptcy court to abstain from ruling on its claims until ASBCA had resolved trustee's claims against it, which involved the same issues. The bankruptcy court refused to abstain, holding that it had jurisdiction over the government's claims against the debtor, and that the bankruptcy case had already been pending for fifteen years. The bankruptcy court ruled that the Federal Circuit's decision that the ASROC contract had been wrongfully terminated precluded the government from any affirmative recovery under that contract, and disallowed the government's ASROC contract claim. On appeal of that ruling by the government, the district court affirmed, which decision the government also appealed. During the circuit appeal, the ASBCA finally ruled that the government owed approximately $4 million to debtor, subject to some offsets that had not yet been calculated, and rejected the government's claim against debtor. USBCA remanded the matter to the contracting officer for additional determination of the offsets. The Tenth Circuit held that the government's appeal was not mooted by the ASBCA's decision. It acknowledged that claims asserted by bankruptcy debtors that fall within the jurisdiction of a specialized tribunal, such as the ASBCA, should ordinarily be tried in that special forum instead of the bankruptcy court. However, the circuit stated that the same rationale does not apply to claims made by creditors against debtors, which bankruptcy courts have a duty to timely determine and quantify. In its ruling, the bankruptcy court had considered the criteria for deferral of government contract claims that were set forth in Gary Aircraft Corp. v. United States (In re Gary Aircraft Corp.), 698 F.2d 775 (5th Cir. 1983), and concluded that at least some of those criteria had to be examined on a case-by-case basis. The bankruptcy court considered that it was faced with an unusual situation, since the Federal Circuit had ruled on the central issue, but deference to the ASBCA would likely involve years more litigation, and declined to defer. The circuit concluded that the bankruptcy court correctly held that it had discretion to either defer or determine the viability of the government's claims itself, and limited its own determination to whether the bankruptcy court had abused its discretion. The circuit concluded that, accepting as true that debtor's claim against the government for wrongful termination of the ASROC contract was its only asset, any error by the bankruptcy court in failing to defer a decision on the government's claims was harmless, since the best result the government could obtain from the ASBCA proceedings would eliminate the debtor's only potential asset, and thereby its own recovery from the debtor.