Tribolet Advisors LLC v. Corpus Christi Energy Park, LLC, et al.

Summary

The United States Bankruptcy Court for the Southern District of Texas considered defendants’ motion to dismiss claims arising from the alleged breach of a design-build contract for a cryptocurrency-mining data center. The court dismissed the debtor’s 11 U.S.C. § 542 turnover claim with prejudice because the claimed interest in sale proceeds was disputed, but allowed the unjust-enrichment, alter-ego/veil-piercing, and related claims to proceed. The court also rejected res judicata and claim-preservation arguments.

Holdings

1. An express contract generally precludes recovery under a quasi-contract theory, but Texas law permits unjust-enrichment or restitutionary recovery in limited circumstances when the plaintiff partially performed and the defendant's breach prevented completion. Because the complaint alleged partial performance, noncompletion, payment of substantial sums, and no benefit received by Compute North, the unjust-enrichment claim was plausibly pleaded.
2. Turnover under 11 U.S.C. § 542 is unavailable where the property or debt is subject to a bona fide dispute and is not identifiable and undisputed estate property. Because Compute North's claimed equitable interest in the sale proceeds was disputed, turnover was not the proper mechanism and the claim was dismissed with prejudice.
3. The complaint plausibly alleged actual fraud sufficient to support alter-ego or corporate-veil-piercing liability at the Rule 12(b)(6) stage. Allegations that CCEP operated as a shell, lacked its own bank account, commingled property with Bootstrap, shared management and ownership with Bootstrap, and was used to divert and retain Compute North's funds were sufficient to support an inference of actual fraud.
4. Allowance of Bootstrap's proof of claim did not preclude the claims in this adversary proceeding because the proof-of-claim dispute and the present action did not arise from the same nucleus of operative facts. The former concerned Bootstrap's entitlement to payment for a transformer, while the present claims concerned alleged diversion of estate property through an affiliate to construct data centers.
5. The confirmed plan and plan supplement specifically and unequivocally preserved and authorized enforcement of the quasi-contract and alter-ego claims. The claims therefore were not subject to dismissal for lack of preservation.
6. Compute North was not required to assert its preference, fraudulent-transfer, or breach-of-contract claims in its objection to Bootstrap's proof of claim because those causes of action must be brought by adversary proceeding under Bankruptcy Rule 7001, while a claim objection under Bankruptcy Rule 3007 is not an adversary proceeding.

Questions Presented

1. Whether the existence of an express design-build contract barred Compute North's unjust-enrichment claim.
2. Whether turnover under 11 U.S.C. § 542 was an appropriate remedy for disputed proceeds from the sale of the facilities.
3. Whether the complaint plausibly alleged actual fraud sufficient to support alter-ego or corporate-veil-piercing liability under Texas law.
4. Whether allowance of Bootstrap's proof of claim precluded the adversary claims under res judicata.
5. Whether the confirmed plan and plan supplement specifically and unequivocally preserved the quasi-contract and alter-ego claims.

Disposition

other