MeSearch Media Technologies Limited v. Crivella Holdings Limited et al

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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
IN RE:
MESEARCH MEDIA TECHNOLOGIES
LIMITED,
Debtor,
MESEARCH MEDIA
TECHNOLOGIES LIMITED,
Plaintiff,
v.
CRIVELLA HOLDINGS
LIMITED, CRIVELLA
TECHNOLOGIES LIMITED,
and ARTHUR R. CRIVELLA,
Defendants.
:
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Case No. 24-21982-JCM
Chapter 11 (Involuntary)
Adversary No. 25-2048-JCM
Related to Doc. Nos. 4, 7
MEMORANDUM OPINION
On September 18, 2025, Crivella Holdings Limited, Crivella Technologies Limited,
and Arthur 	Crivella (“Defendants”) 	filed 	a Motion to Dismiss Amended Complaint for
Declaratory Judgment and Preliminary and Permanent Injunctive Relief Pursuant to Rules
12(b)(1) and 12 (b)(6) of the Federal Rules of Civil Procedure and Rules 7012(b)(1) and
7012(b)(6) of the Federal Rules of Bankruptcy Procedure (“Motion”) (Doc. 7) in relation to the
Amended 	Complaint 	for 	Declaratory 	Judgment 	and 	Preliminary 	Injunctive 	Relief
(“Complaint”) filed by Plaintiff on August 18, 2025 (Doc. 4). For the reasons set forth below, the
Court will grant the Motion and dismiss the adversary proceeding.
PLAINTIFF’S COMPLAINT
Plaintiff’s Complaint seeks four Counts of relief. 	Count I seeks a declaratory
judgment under 28 U.S.C. § 2201(a) regarding the scope of the Reorganized Debtor’s rights under
the Software License Agreement dated July 1, 2019 (“License”) and specifically, the Reorganized
Debtor’s interest in using the “Knowledge Kiosk.” 	Count II also seeks a declaratory judgment
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under 28 U.S.C. § 2201(a) dictating exactly what property the Reorganized Debtor owns
exclusively under the License. Count III seeks injunctive relief under 11 U.S.C. § 105(a) and/or
Bankruptcy Rule 7065 preliminarily and permanently enjoining Crivella from limiting the
Reorganized Debtor’s access to the Knowledge Kiosk. 	Count IV seeks another declaratory
judgment under 28 U.S.C. § 2201(a) to determine the property it owns jointly with Crivella
Holdings Limited in the Knowledge Kiosk/C360.
MOTION TO DISMISS
Defendant’s Motion and accompanying Brief in Support of Motion to Dismiss
Amended Complaint for Declaratory Judgment and Preliminary and Permanent Injunctive
Relief Pursuant to Rules 12(b)(1) and 12(b)(6) of the Federal Rules of Civil Procedure and
Rules 7012(b)(1) and 7012(b)(6) of the Federal Rules of Bankruptcy Procedure (Doc. 8) argue
that the within adversary proceeding should be dismissed under Rule 12(b)(1) for a lack of subject
matter jurisdiction stating the Plaintiff fails to allege in the Complaint that the claims constitute a
core proceeding and that the Complaint fails to establish related to jurisdiction under 28 U.S.C. §
157. The Motion also asserts that Defendants are entitled to relief under Rule 12(b)(6) since the
Complaint fails to state a claim upon which relief may be granted.
Defendants argue that the claims brought under the Declaratory Judgment Act are
not related to the underlying bankruptcy and that a determination of the parties’ contractual rights
under the License has no bearing on the bankruptcy estate since the estate has been fully
administered.1 Despite the Complaint’s averment in paragraph 2 that this “is a core proceeding
1 See Notice of Occurrence of Effective Date filed on May 30, 2025 (Doc. 371) which indicates May 30, 2025 was the
effective date of the plan and that “Game Creek has paid all allowed claims and taken other such action necessary to
substantial consummation of the Plan.”
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under 28 U.S.C. § 157(b)(2)” Defendants disagree and argue that it is not a core proceeding since
it does not invoke a substantive right under Title 11 and is not a “proceeding that could only arise
in the context of a bankruptcy case.” 	In re Exide Techs., 544 F.3d 196, 206 (3d Cir. 2008).
Defendants further contend that the Court does not have subject matter jurisdiction to hear
Plaintiff’s request for an injunction under 11 U.S.C. § 105(a) because “[s]ection 105(a) does not,
however, broaden the bankruptcy court’s jurisdiction, which must be established separately[.]” In
re Combustion Eng’g, Inc., 391 F.3d 190, 225 (3d Cir. 2004) (quoting In re Johns-Manville Corp.,
801 F.2d 60, 63 (2d Cir. 1986)).
Defendants cite to In re Resorts Int’l., Inc., 372 F.3d 154, 166-67 (3d Cir. 2004) in
support of their argument that post-confirmation subject matter jurisdiction is narrow, and the
Plaintiff must establish a “close nexus” to the Chapter 11 plan in order to establish related to
jurisdiction over the Complaint. Quoting Resorts, Defendants state the close nexus must affect the
plan’s “interpretation, implementation, consummation, execution, or administration.” Id. at 167.
Defendants allege that the Complaint does not require interpretation of the Plan, nor does Plan
implementation depend on the requested interpretation of the License. Defendant points out that
the source of funds for Plan administration were the proceeds generated from the sale of the
Debtor’s equity and Plan funding was not dependent on any proceeds generated as a result of the
License.
Defendants also contend that Plaintiff lacks authority to bring this Complaint in
federal Bankruptcy Court under the Declaratory Judgment Act 28 U.S.C. § 2201 et. seq. since it
confers discretionary jurisdiction, and a court may only exercise jurisdiction over a complaint
under this section if the court would have jurisdiction over the Plaintiff’s substantive rights alleged
in the Complaint, i.e. jurisdiction based upon a federal question or diversity. 	Defendants finally
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argue that the Complaint fails to state a claim upon which relief can be granted and thus it should
be dismissed under Rule 12(b)(6) because the allegations in the Complaint do not justify relief
under the Declaratory Judgment Act or 11 U.S.C. § 105(a).
PLAINTIFF’S BRIEF OPPOSING DISMISSAL
Plaintiff’s Brief in Opposition to Defendants’ Motion to Dismiss Amended
Complaint for Declaratory Judgment and Preliminary and Permanent Injunctive Relief
Pursuant to Rules 12(b)(1) and 12(b)(6) of the Federal Rules of Civil Procedure and Rules
7012(b)(1) and 7012(b)(6) of the Federal Rules of Bankruptcy Procedure (Doc. 12) argues that
the Court maintains jurisdiction over the proceeding based on the provisions retaining jurisdiction
in the confirmed Plan. Plaintiff points to section 15.1(g) and (p) of the plan which state:
15.1 	Retention of Jurisdiction
Notwithstanding 	entry 	of 	the 	Confirmation 	Order 	and 	the
occurrence of the Effective Date, the Court shall retain exclusive
jurisdiction of all matters arising out of or relating to the Chapter 11
Case, the Plan, the Confirmation Order, the Creditors’ Royalties
Escrow, and the Estate pursuant to, and for the purposes of, sections
105(a) and 1142 of the Bankruptcy Code and for, among other
things, the following purposes:
…(g) To enter such orders as may be necessary or appropriate to
implement or consummate the provisions of the Plan and all
contracts, instruments, releases and other agreements or documents
created in connection with the Plan, including but not limited to any
motions filed pursuant to section 363 of the Bankruptcy Code;
…(p) To issue injunctions, enter and implement other orders, or take
such other actions as may be necessary or appropriate to restrain
interference by any person or Entity with the consummation of the
Plan, or the enforcement of any rights, remedies, or obligations
created under the Plan;
The Plaintiff cites to cases from other districts stating courts will find that jurisdiction exists if the
confirmed plan provided for retention of jurisdiction. In re Park Ave. Radiologists, P.C., 450 B.R.
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461, 467 (Bankr. S.D.N.Y. 2011); In re Ventilex USA, Inc., 509 B.R. 140, 143 (Bankr. S.D. Ohio
2014).
Plaintiff acknowledges that post-confirmation “related to” jurisdiction shrinks, and
a Bankruptcy Court only retains jurisdiction over claims having a close nexus to the bankruptcy
plan. 	Plaintiff maintains that “a ‘close nexus’ exists ‘when a matter affects the interpretation,
implementation, consummation, execution, or administration of a confirmed plan.’” Resorts, 372
F.3d at 167. Plaintiff alleges there is a close nexus in this case because the License was assumed
in the Plan, and the License involves unfettered access to the Knowledge Kiosk. Therefore, the
Plan is implicated since the Defendants have allegedly prevented the Reorganized Debtor from
accessing and using the Knowledge Kiosk. Plaintiff concludes that because of this alleged denial
of access to the Knowledge Kiosk, without a declaration and injunction from this Court, the
purpose of the Plan will be unfulfilled and full implementation of the Plan will be prevented, thus
bestowing jurisdiction on this Court to resolve the issues.
As to Defendants’ argument that the Complaint fails to state a claim under which
relief can be granted under Rule 12(b)(6), Plaintiff argues that they have adequately pleaded all
elements of their three declaratory judgment claims as well as their claim for an injunction.
Plaintiffs do not provide any authority that they have satisfied these elements, but they state that a
declaratory judgment claim requires the Plaintiff to allege in the Complaint that (1) an actual case
or controversy exists; (2) the court maintains proper legal authority and jurisdiction over the parties
involved and the subject matter of the dispute; (3) the plaintiff maintains a legally protected interest
in the matter and are a proper party to bring the action; and (4) the relief sought settles uncertainty
and resolves the dispute between the parties. As to injunctive relief Plaintiff states they must allege
that (1) the movant is likely to suffer irreparable harm in the absence of preliminary relief; (2) the
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balance of equities tips in the movant’s favor; (3) an injunction is in the public interest; and (4) the
movant is likely to succeed on the merits.
ANALYSIS
For the reasons set forth below, the Court ultimately agrees with Defendants’
assertion that the Bankruptcy Court lacks jurisdiction to hear the Complaint. Therefore, the below
analysis will focus on Defendants’ Rule 12(b)(1) argument, and this Opinion will not reach the
merits of whether Plaintiff’s claims as set forth in the Complaint are well pleaded under Rule
12(b)(6).
Fed.R.Bankr.P. 7012(b)(1) Standard
Federal Rule of Bankruptcy Procedure 7012(b)(1) makes Federal Rules of Civil
Procedure 12(b)(1) applicable to bankruptcy adversary proceedings. 	Here, Defendants are
presenting a facial challenge2 to subject matter jurisdiction since Defendants argue that the face of
the claims as alleged in the Complaint do not rise to the level of related to jurisdiction. Therefore,
“the court must only consider the allegations of the complaint and documents referenced therein
and attached thereto, in the light most favorable to the plaintiff.” Gould Elecs. Inc. v. United States,
220 F.3d 169, 176 (3d Cir. 2000). 	It is the Plaintiff’s burden to prove the existence of subject
matter jurisdiction. Id. at 178.
Bankruptcy Court Jurisdiction
For a Bankruptcy Court to exercise jurisdiction over a complaint in an adversary
proceeding, it must have jurisdiction pursuant to 28 U.S.C. §§ 1334 and 157. In re IMMC Corp.,
2 When challenging subject matter jurisdiction, a complaint can be attacked on its face or it can be attacked based on
an extrinsic factual dispute. See Mortensen v. First Fed. Sav. and Loan Ass’n, 549 F.2d 884 (3d Cir. 1977).
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909 F.3d 589, 595 (3d Cir. 2018). Section 1334 confers upon District Courts original and exclusive
jurisdiction of all cases under Title 11, and section 157(a) allows District Courts to refer matters
“arising under title 11 or arising in or related to a case under title 11” to bankruptcy judges. Id.
This grant of jurisdiction to the Bankruptcy Court is further divided into “core” and “non-core”
proceedings. Id.
“Core” Jurisdiction
Core proceedings are those that “invoke a substantive right provided by title 11” or
“that by [their] nature could arise only in the context of a bankruptcy case.” Id. (quoting Halper v.
Halper, 164 F.3d 830, 836 (3d Cir. 1999)). Section 157(b) includes a non-exhaustive list of core
proceedings. Although the Complaint contains the blanket assertion in paragraph 2 that this is a
core proceeding under 28 U.S.C. § 157(b)(2), it does not identify a specific subsection that may
apply here. 	However, Plaintiff argued during the October 9, 2025 hearing that at the time the
Complaint was filed, Plaintiff intended the Complaint to be a core proceeding under 28 U.S.C. §
157(b)(2)(C) as counterclaims brought by the estate against persons who filed claims against the
Debtor’s estate.
Plaintiff argued that when the Complaint was filed the Defendants had pending
proofs of claims against the Debtor, and the Complaint, although filed as a separate cause of action,
was intended as a basis for “set-off” against the claims filed by Crivella Holdings Limited and
Arthur Crivella if the claims were adjudicated to be allowed. 	This Court finds this argument
lacking.
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First, the within adversary proceeding was filed on August 7, 2025,3 and the
Debtor’s Objection to Claim No. 2 and Request to Expunge (objecting to the claim of Crivella
Holdings Limited) (Doc. 195) and the Debtor’s Objection to Clam No. 3 and Request to Expunge
(objecting to the claim of Arthur Crivella) (Doc. 196) were filed on February 20, 2025. In each of
those objections, no counterclaims were raised, but the claims were merely contested substantively.
To now assert that this adversary proceeding constitutes a counterclaim to either of those claims is
without factual support.
Second, the Objection to Claim No. 2 and Request to Expunge was granted, and
the claim was disallowed by Order entered on August 29, 2025 (Doc. 431). The Debtor withdrew
its Objection to Clam No. 3 and Request to Expunge at the August 28, 2025 hearing (which was
granted by Order issued on September 5, 2025 (Doc. 433)), so at the time of the argument on the
Motion, there were no objections to claims pending. Further, the Court disagrees that injunctive
relief 	and 	prospective 	enforcement 	of 	the 	License, 	the 	relief 	sought 	herein, 	constitute
“counterclaims” to the filed proofs of claims. The filed claims asserted damages for the following:
failure to adequately compensate Crivella Holdings Limited for the licensed IP (Claim 2) and
unpaid prepetition services owed to Arthur Crivella (Claim 3). If the Court were to reach the merits
of the dispute as set forth in this adversary proceeding, the outcome of the litigation would result
in a determination as to what Intellectual Property (“IP”) the Plaintiff is entitled to access and
utilize. No monetary damages are sought, and the outcome of the scope of the IP determination
could not be offset against the monetary damages raised in Claims 2 or 3. Therefore, this Court
3 The Court would also note that at the time the Complaint was filed, the Plan had gone effective, therefore the
Complaint was not filed by the “estate” as contemplated under § 157(b)(2)(C) but rather by the Reorganized Debtor.
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finds that the claims set forth in the Complaint do not constitute counterclaims and do not qualify
as core proceedings as set forth in 11 U.S.C. § 157(b)(2)(C).
Notwithstanding the issue of whether this adversary proceeding actually is a
counterclaim to the proof of claim,4 now that the Court has issued a final Order disallowing the
claim of Crivella Holdings Limited (Claim No. 2) and the Plaintiff has withdrawn its objection to
claim of Aruthur Crivella (Claim No. 3), there are no claims to which a counterclaim may be
asserted.5 Therefore, since the relief sought in the Complaint cannot be considered a counterclaim
to a proof of claim, the claims set forth in the Complaint cannot fall within a “core” proceeding
under § 157(b)(2)(C).
“Non-core”/“Related to” Jurisdiction
Since the Court finds that the Complaint’s claims do not comprise a “core”
proceeding, the analysis turns to whether the Court can exercise non-core jurisdiction according
to § 157(c)(1) for cases that are “otherwise related to a case under title 11.” IMMC Corp., 909
F.3d at 595. If the Court were to hear the Complaint as a related to proceeding, this Court would
“submit proposed findings of fact and conclusions of law to the district court.” § 157(c)(1).
The general standard for related to jurisdiction was set forth by the Third Circuit in
Pacor, where the court stated that the Bankruptcy Court has related to jurisdiction only if the
“proceeding could conceivably have any effect on the estate being administered in bankruptcy”
4 See In re VP Energy, Inc., 300 B.R. 621 (Bankr. W.D. Pa. 2003)(In determining that the counts raised in an adversary
proceeding constituted a core proceeding under § 157(b)(2)(C), the court considered whether the substance of the
complaint arose from the same transaction or occurrence giving rise to the proof of claim, whether the filing of the
proof of claim significantly predated the filing of the complaint or amended complaint, and whether each of the counts
in the complaint constituted a counterclaims to the proof of claim.).
5 See In re New York City Shoes, Inc., 122 B.R. 668 (E.D. Pa. 1990) (Breach of contract claim was not considered a
counterclaim to a proof of claim under § 157(b)(2)(C) where the proof of claim at issue was disallowed as part of a
settlement agreement a year prior to the filing of the breach of contract proceeding).
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and if the proceeding could “alter the debtor’s rights, liabilities, options, or freedom of action
(either positively or negatively) and which in any way impacts upon the handling and
administration of the bankruptcy estate.” Pacor, Inc. v. Higgins, 743 F.2d 984, 994 (3d Cir. 1984).
(emphasis added).
The standard for related to jurisdiction set forth in Pacor was further narrowed in
Resorts, when the Court considered how confirmation of a Chapter 11 plan restricted the scope of
matters that could be considered related to the bankruptcy. Resorts, 372 F.3d at 164-65. The Third
Circuit in Resorts reasoned that, post-confirmation, Bankruptcy Court jurisdiction must be limited
to prevent the bankruptcy case from “extend[ing] indefinitely.” Id. at 164 (quoting Donaldson v.
Bernstein, 104 F.3d 547, 553 (3d Cir. 1997)). The Court in Resorts further articulated that once
the plan has been confirmed, any claims brought must “affect an integral aspect of the bankruptcy
process” and “there must be a close nexus to the bankruptcy plan or proceeding.” Id. at 167.
The Court in Resorts stated that retention of jurisdiction provisions in a plan are
only effective if there is already an underlying basis for Bankruptcy Court jurisdiction, stating
“neither the bankruptcy court nor the parties can write their own jurisdictional ticket.” Id. at 161
Subject matter jurisdiction cannot even be created by agreement in a plan of reorganization. Id.
The Court in Resorts summarized, “If there is no jurisdiction under 28 U.S.C. § 1334 or 28 U.S.C.
§ 157, retention of jurisdiction provisions in a plan of reorganization or trust agreement are
fundamentally irrelevant.” Id. 	Therefore, the Court must disregard the language in paragraphs
15.1(g) and (p) of the Plan and consider whether a close nexus exists between the claims in the
Complaint and the bankruptcy case.
Since the estate has been fully administered, all allowed claims have been satisfied
in full, and there would only be a benefit to the Reorganized Debtor, this Court concludes that
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there is no close nexus of the claims in the Complaint to the bankruptcy plan or estate. This is true
because there is no recovery that would be “necessary to effectuate the terms of the plan.” Resorts,
372 F.3d at168. The dispute does not involve interpretation of the Plan but interpretation of a
License assumed by the Plan. An interpretation of the License favorable to the Plaintiff will not
result in a higher net benefit to the estate and creditors of the estate. Therefore, the Court finds
that any connection of the claims in the Complaint to implementation of the Plan is too attenuated
to be considered a close nexus at this post-confirmation stage. Any benefit that the Reorganized
Debtor would realize from use of the License does not affect the Plan since Plan funding was not
dependent on the Debtor’s future operational income. The estate has been fully administered, and
the outcome of this adversary proceeding could not conceivably have any effect on the
administration of the bankruptcy estate. See Id. at 166.6
During 	the 	October 	9, 	2025 	hearing, 	Plaintiff 	argued 	that 	Resorts 	was
distinguishable from the present matter and pointed to the case of In re Florida Dev. Assocs. Ltd.,
2009 WL 393870 (Bankr. S.D. Fla. Feb. 4, 2009) for the proposition that traditional state law
claims can have a close nexus to the bankruptcy case. 	The Court agrees with the reasoning in
Florida as it is consistent with Resorts and it similarly relies on the Third Circuit Pacor test.
Florida, 2009 WL 393870 at * 3. However, what the Plaintiff fails to acknowledge is in Florida,
any recovery from the lawsuit against Knezevich & Associates would have replenished estate
funds that the plaintiff in that case alleged were previously depleted by the defendant, and therefore
recovery of the funds would be “for the benefit and administration of the bankruptcy estate.” Id.
6 Courts from other jurisdictions agree with this approach. See In re Gen. Media, Inc., 335 B.R. 66, 75 (Bankr. S.D.N.Y.
2005) (“The unsecured creditors have presumably been paid from the proceeds of the new loan and will receive
nothing further. Bankruptcy courts plainly lack subject matter jurisdiction over post-confirmation litigation where the
case has been fully administered and all of the recovery will go to the reorganized debtor rather than to the creditors.
See, e.g., Poplar Run Five Ltd. P'ship, 192 B.R. at 858; Venn v. Kinjite Motors, Inc. (In re WMR Enters., Inc.), 163
B.R. 887, 890 (Bankr.N.D.Fla.1994)”).
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In this case, any recovery or other relief requested would only benefit the Reorganized Debtor and
not the bankruptcy estate.
Furthermore, Defendants are correct in their assertion that bringing a claim under
11 U.S.C. § 105 does not confer automatic jurisdiction with the bankruptcy court. Section 105(a)
allows a Bankruptcy Court to “issue any order, process, or judgment that is necessary or
appropriate to carry out the provisions of this title.” Section 105 does not provide an independent
source of subject matter jurisdiction, and such jurisdiction must be established separately.
Combustion Eng’g, Inc., 391 F.3d at 224-25 (citing Johns-Manville, 801 F.2d at 63). As noted
above, since the Plan has been fully administered and all objections to proofs of claims have been
fully adjudicated, an injunction relating to the Reorganized Debtor’s access to the Knowledge
Kiosk according to the License would only serve to benefit the Reorganized Debtor, and would
have no conceivable effect on the bankruptcy estate, implementation of the Plan, or the case in
general.
CONCLUSION
For the foregoing reasons, the Court lacks subject matter jurisdiction over the
Complaint. Therefore, the Motion will be granted. The Court will issue an Order consistent with
this Memorandum Opinion.
Dated: 	BY THE COURT:
John C. Melaragno, Judge
United States Bankruptcy Court
10/22/2025
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