Facts of the Case
Section 524(g) of the Bankruptcy Code, part of the Bankruptcy Reform Act of 1994, allows a Chapter 11 debtor with significant asbestos liabilities to channel all current and future asbestos claims into a trust funded by the debtor. This provision aims to treat future claimants equitably, given the long latency period of some asbestos-related illnesses, while also enabling the debtor to exit bankruptcy as a viable economic entity. To obtain relief under this section, the debtor must meet several criteria designed to protect the due process rights of claimants, especially future ones. These criteria include the appointment of a representative for future claimants and court determination that the plan is fair to both current and future claimants. Additionally, 75% of current claimants must vote to approve the plan.
In the face of over 38,000 asbestos-related lawsuits since 1978, Kaiser Gypsum Company, Inc., and Hanson Permanente Cement, Inc., collectively known as the "Debtors," filed for Chapter 11 bankruptcy in 2016. As part of their proposed reorganization Plan, the Debtors negotiated with multiple parties—including insurance companies, creditors, government agencies, and representatives of both current and future asbestos claimants—to establish a § 524(g) trust. This trust aimed to channel both existing and future asbestos-related claims away from the Debtors. The trust's financial viability heavily depended on primary liability insurance policies issued by Truck Insurance Exchange ("Truck") between the 1960s and 1980s, which obligated Truck to investigate and defend each asbestos claim against the Debtors up to a per-claim limit of $500,000. The Debtors would assign their rights under these Truck policies to the § 524(g) trust as part of the Plan's funding.
Truck opposed the Plan, arguing it failed to provide anti-fraud measures for insured claims that would be litigated in the tort system, thereby potentially exposing Truck to fraudulent claims. Despite Truck's objections, the bankruptcy court recommended confirmation of the Plan, finding it to be "insurance neutral" and therefore not impacting Truck's rights or obligations under the existing policies. The district court upheld this decision, confirming the Plan and thereby nullifying Truck's objections. Importantly, 100% of the asbestos personal-injury claimants had approved the proposed Plan, making Truck the sole objector.
The district court confirmed the Plan over Truck’s objections, finding Truck lacked standing to challenge the Plan because it was not a “party in interest” under § 1109(b). The U.S. Circuit Court for the Fourth Circuit affirmed.
Questions
Is an insurer with financial responsibility for a bankruptcy claim a “party in interest” that may object to a plan of reorganization under Chapter 11 of the Bankruptcy Code?
Conclusions
-
An insurer with financial responsibility for bankruptcy claims is a “party in interest” under 11 U.S.C. §1109(b) that “may raise and may appear and be heard on any issue” in a Chapter 11 case. Justice Sonia Sotomayor authored the 8-0 opinion of the Court (Justice Samuel Alito did not participate in the consideration or decision of the case).
The text of § 1109(b) is broad, providing a non-exhaustive list of “parties in interest” who have a direct financial stake in the outcome of the case. The plain meaning refers to entities potentially concerned with or affected by the proceeding. The historical context shows Congress has consistently acted to promote greater participation in reorganization proceedings. Section 1109(b) continues this tradition by using the capacious term “party in interest.” The purpose of § 1109(b) is to promote a fair and equitable reorganization process by allowing a broad range of interests to intervene and prevent dominant interests from controlling the process.
Applying these principles, insurers like Truck are parties in interest because bankruptcy proceedings can affect their interests in many ways, such as impairing their contractual rights or exposing them to fraudulent claims. Truck's potential financial harm from the plan gives it an interest. Giving insurers like Truck an opportunity to be heard is consistent with § 1109(b)'s purpose, as they may be the only ones with an incentive to identify problems with a plan that puts them on the hook financially. The lower court's "insurance neutrality" doctrine, which looks only at whether a plan alters the insurer's contract rights or quantum of liability, is wrong conceptually and too limited practically in ignoring the many other ways plans can affect insurers.
Thus, the text, history, and purpose of § 1109(b) support the understanding that financially responsible insurers like Truck have a sufficiently direct stake to be "parties in interest" entitled to be heard.
