                                                                                                                           Opinions of the United
2008 Decisions                                                                                                             States Court of Appeals
                                                                                                                              for the Third Circuit


11-5-2008

In Re: THCR/LP Corp
Precedential or Non-Precedential: Non-Precedential

Docket No. 07-2429




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Recommended Citation
"In Re: THCR/LP Corp " (2008). 2008 Decisions. Paper 263.
http://digitalcommons.law.villanova.edu/thirdcircuit_2008/263


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                                                               NOT PRECEDENTIAL

                       UNITED STATES COURT OF APPEALS
                            FOR THE THIRD CIRCUIT
                                 ___________

                                     No. 07-2429
                                     ___________

                       IN RE: THCR/LP CORPORATION, et al.,

                                  Debtors/Appellants
                                    ___________

                    On Appeal from the United States District Court
                              for the District of New Jersey
                              (D.C. Civil No. 06-cv-01591)
                    District Judge: The Honorable Renee M. Bumb
                                      ___________

                      Submitted Under Third Circuit LAR 34.1(a)
                                  October 31, 2008

             BEFORE: McKEE, NYGAARD, and SILER,* Circuit Judges.

                               (Filed: November 5, 2008)
                                      ___________

                              OPINION OF THE COURT
                                   ___________


NYGAARD, Circuit Judge.

      Appellant, THCR LP, Corp., appeals from an order of the District Court which

reversed a bankruptcy court’s order, concluding that the plain and unambiguous language




       *Honorable Eugene E. Siler, Jr., Senior Circuit Judge for the United States Court
of Appeals for the Sixth Circuit, sitting by designation.
of the Joint Plan of Reorganization entitled the Former Shareholders to the distribution

package outlined therein. The District Court then remanded the matter to the bankruptcy

court for determination as to whether the Debtors are entitled to a credit under an unjust

enrichment theory. Appellant alleges as error the issues listed in paragraph I, taken

verbatim from its brief. Because we conclude that the District Court did not err, we will

affirm.

                                                I.

          The allegations of error asserted by appellant are as follows:

          1.     Where Former Shareholders sold their shares of the common stock of

                 THCR (“Old THCR Common Stock”) to purchasers on a national securities

                 market between the Plan record date and the “ex-date” established by the

                 National Association of Securities Dealers (the “NASD”), whether the

                 District Court committed reversible error when it interpreted the Plan to

                 require that the Debtors make a cash and warrants distribution directly to

                 Former Shareholders, despite provisions of the Plan that provided that the

                 Debtors shall be entitled to deal only with, and make the distribution to,

                 shareholders of record as of the record date, who in turn allocated it as

                 required by federal securities law to the purchasers of the Old THCR

                 Common Stock sold by Former Shareholders.




                                                2
       2.     Whether the District Court committed reversible error by interpreting the

              Plan in a manner inconsistent with NASD Uniform Practice Code Rule

              11140, which mandates that upon the sale of their Old THCR Common

              Stock Former Shareholders transferred to their purchasers the right to

              receive the Plan distribution package from Debtors.

       3.     Whether the District Court committed reversible error when it found that

              Former Shareholders were entitled to receive a part of the distribution

              package – a pro rata share of the proceeds from the sale of certain real

              property – that had been distributed to the purchasers of the stock held by

              Former Shareholders in compliance with a separate order of the Bankruptcy

              Court that Former Shareholders contested in the Bankruptcy Court but did

              not seek to stay pending this appeal.




                                             II.

       The facts and procedural history of this case are well known to the parties and the

court, and it is not necessary that we restate them here. The reasons we write an opinion

of the court are threefold: to instruct the District Court, to educate and inform the

attorneys and parties, and to explain our decision. We use a not-precedential opinion in

cases such as this, in which a precedential opinion is rendered unnecessary because the

opinion has no institutional or precedential value. See United States Court of Appeals for



                                              3
the Third Circuit, Internal Operating Procedure (I.O.P.) 5.3. Under the usual

circumstances when we affirm by not-precedential opinion and judgment, we briefly set

forth the reasons supporting the court’s decision. In this case, however, we have

concluded that neither a full memorandum explanation nor a precedential opinion is

indicated because of the very extensive and thorough opinion filed by Judge Renee M.

Bumb of the District Court. Judge Bumb’s opinion adequately explains and fully

supports her order and refutes the appellant’s allegations of error. Hence, we believe it

wholly unnecessary to further opine, or offer additional explanations and reasons to those

given by the District Court, why we will affirm. It is a sufficient explanation to say that,

essentially for the reasons given by the District Court in its opinion entered the 26th day

of April, 2007, we will affirm.

                                             III.

       In sum, for the foregoing reasons, we will affirm the order of the District Court

entered the 26th day of April, 2007.




                                              4
