Dearden et al v. Brickner et al

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
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In re: 	:
: 	Chapter 11
OLD CARCO LLC, et al.. 	:
: 	Case No. 09-50002 (SMB)
Debtors. 	:
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:
DAVID DEARDEN, as Executor of the Estate 	:
of Edward J. Dearden, et al., 	:
:
Plaintiffs, 	:
: 	Adv. Pro. No. 17-01062 (SMB)
– against – 	:
:
FCA US LLC and CHRYSLER GROUP LLC, 	:
:
Defendants. 	:
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MEMORANDUM DECISION GRANTING IN PART
AND DENYING IN PART MOTION TO DISMISS
A P P E A R A N C E S:
COLE SCHOTZ P.C.
1325 Avenue of the Americas, 19 th Floor
New York, NY 10019
Daniel F.X. Geoghan, Esq.
Mark Tsukerman, Esq.
Of Counsel
‒ and ‒
SALTZ, MONGELUZZI, BARRETT &
BENDENSKY, P.C.
1650 Market Street, 52 nd Floor
Philadelphia, PA 19103
Robert J. Mongeluzzi, Esq.
Larry Bendesky, Esq.
David L. Kwass, Esq.
David J. Langsam, Esq.
Of Counsel
Attorneys for Plaintiffs
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SULLIVAN & CROMWELL LLP
125 Broad Street
New York, NY 10004
Brian D. Glueckstein, Esq.
Of Counsel
Attorneys for Defendant FCA US LLC
STUART M. BERNSTEIN
United States Bankruptcy Judge:
Plaintiff David Dearden (“Plaintiff”), as executor of the estates of Edward J.
Dearden and Theresa J. Dearden (“Decedents”), filed an action seeking to recover, inter
alia, compensatory and punitive damages from FCA US LLC f/k/a Chrysler Group, LLC
(“New Chrysler”) arising out of a fatal motor vehicle accident. New Chrysler has moved
to dismiss the punitive damage claim asserted in Count Three of the Plaintiff’s Amended
Complaint 1 primarily on the ground that it is barred by this Court’s order (the “Sale
Order”)2 approving the sale of substantially all of the assets of Old Carco LLC f/k/a
Chrysler, LLC and its debtor affiliates (collectively “Old Chrysler”) free and clear of all
liens, claims and interests to New Chrysler. (See FCA US LLC’s Memorandum of Law in
Support of Its Motion to Dismiss Counts One and Three of Plaintiff’s Amended
Complaint, Aug. 25, 2017 (“Motion”) (ECF Doc. # 8); see also FCA US LLC’s Reply in
Support of Its Motion to Dismiss Count Three of Plaintiff’s Amended Complaint, dated
1 	The Motion initially sought the dismissal of Count One as well, but that request has been
withdrawn with prejudice.
2 	The Sale Order is attached as Exhibit A to the Declaration of Brian D. Glueckstein in Support of
FCA US LLC’s Motion to Dismiss Counts One and Three of Plaintiff’s Amended Complaint, dated Aug. 25,
2017 (“Glueckstein Declaration”) (ECF Doc. # 9.)
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Sept. 29, 2017 (“Reply”) (ECF Doc. # 13).) 3 The Plaintiff opposes the Motion,
contending that Count Three asserts a claim based on post-sale conduct that is not
barred by the Sale Order. (See Plaintiff’s Response to FCA US LLC’s Motion to Dismiss
Counts One and Three of the Amended Complaint, dated Sept. 15, 2017 (ECF Doc. #
11).)
For the reasons that follow, the Motion is granted except to the extent that Count
Three sets forth an independent claim limited to New Chrysler’s post-Closing conduct,
and leaves to the presiding non-bankruptcy court the determination of whether the
Plaintiff has asserted a legally sufficient claim.
BACKGROUND
On May 12, 2014, the Decedents suffered fatal injuries as the result of a multi-
vehicle accident in Pennsylvania. The Decedents were driving a 1995 Jeep Grand
Cherokee (the “Vehicle”) manufactured and sold by Old Chrysler, which burst into
flames when another vehicle collided with the Vehicle’s rear. In January 2016, the
Plaintiff and other victims of the accident or their personal representatives commenced
an action in Pennsylvania state court against seventeen defendants, including New
Chrysler. 4 New Chrysler removed the state court action to the United States District
Court for the Eastern District of Pennsylvania, Dearden filed an Amended Complaint, 5
3 	“ECF Doc. #” refers to the electronic docket in this adversary proceeding. “ECF Main Case Doc.
#” refers to the electronic docket in Case No. 09-50002 (SMB).
4 	The Amended Complaint separately named as defendants FCA US LLC and Chrysler Group, LLC.
They are the same entity, to wit, New Chrysler.
5 	Neither party attached the Amended Complaint to their submissions. Dearden submitted a
proposed Second Amended Complaint blacklined against the existing Amended Complaint, (ECF Doc. #
14-2), and the Court has used the blacklined copy to discern the allegations of the Amended Complaint.
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the Pennsylvania District Court severed the claims against New Chrysler, and
transferred the Plaintiff’s action to the United States District Court for the Southern
District of New York for reference to this Court solely to interpret the Sale Order.
Counts One, Two and Three of the Amended Complaint are directed against New
Chrysler. Count One is grounded in negligence and seeks compensatory (but not
punitive) damages arising from the fatal injuries proximately caused by Old Chrysler’s
negligent design and manufacture of the Vehicle, and specifically, the placement of the
fuel tank rearward of the rear axle which allegedly made the Vehicle susceptible to post
collision fuel-fed-fires. (¶¶ 87-88, 92.) 6 Count Two sounds in strict product liability,
and seeks compensatory (but not punitive) damages for the same injury based on the
same defect. Thus, Counts One and Two are based on Old Chrysler’s pre-sale wrongful
conduct.
In contrast, Count Three purports to assert claims based on New Chrysler’s post-
sale wrongful conduct. It seeks compensatory and punitive damages proximately
caused by New Chrysler’s failure to warn the Decedents about the fuel tank design flaw,
the delay in recalling the Vehicle and vehicles with similar fuel tank design flaws, the
failure to notify the Decedents about a recall in a timely manner, and ultimately, the
failure to retrofit the Vehicle to correct the safety hazard prior to the accident. The
Amended Complaint alleges that in 2009, the National Highway Traffic Safety
Administration (“NHTSA”) began to investigate fires in Jeep sport-utility vehicles,
including Jeep Grand Cherokee model years 1993-1998. (¶¶ 105, 106.) “Chrysler,” the
6 	The parenthetical “(¶ _)” refers to the paragraphs of the Amended Complaint.
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term used in the Amended Complaint, insisted during the probe that the 1993-1998
Cheap Grand Cherokees were not defective, and from 2009 to 2013, “engaged in legal
battles, advertising campaigns and lobbying efforts, all designed to delay or forestall a
product recall.” (¶ 111.) In 2013, “Chrysler” agreed to issue a recall relating to these
vehicles, and the Vehicle was part of the recall. (¶¶ 112, 114.) The recall involved the
notification to vehicle owners and the installation of a trailer hitch assembly that was
intended to add protection to the fuel tank in rear-end collisions. (¶ 115.) “Chrysler”
initiated the recall in August 2013, and was required to notify owners of the affected
vehicles within sixty days, but did not notify the Decedents prior to the May 12, 2014
accident. (¶¶ 64-65, 116-18.) The Amended Complaint alleges that “Chrysler” knew of
the dangerous design defect but actively opposed and delayed the recall, and “[a]s a
direct and proximate result of Chrysler’s aforesaid punitive conduct,” the Decedents
were killed in the accident. (¶¶ 123-33.)
A. 	The Bankruptcy Sale
On April 30, 2009, Old Chrysler filed these chapter 11 cases. That same day, Old
Chrysler and New Chrysler entered into a Master Transaction Agreement (the “MTA”) 7
by which New Chrysler agreed to purchase substantially all of the assets of Old Chrysler.
The Bankruptcy Court approved the transaction set forth in the MTA, as amended, and
the sale closed on June 10, 2009 the (“Closing Date”).
7 	The MTA is attached to the Glueckstein Declaration as Exhibit B.
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The Sale Order authorized the transfer of the purchased assets “free and clear of
all Claims except for Assumed Liabilities” (as defined in the MTA) and free of successor
liability. (Sale Order ¶ 9.) It stated, in pertinent part:
Except for the Assumed Liabilities expressly set forth in the
Purchase Agreement or described therein or Claims against any Purchased
Company, none of the Purchaser, its successors or assigns or any of their
respective affiliates shall have any liability for any Claim that (a) arose
prior to the Closing Date, (b) relates to the production of vehicles prior to
the Closing Date or (c) otherwise is assertable against the Debtors or is
related to the Purchased Assets prior to the Closing Date. . . . Without
limiting the foregoing, the Purchaser shall not have any successor,
derivative or vicarious liabilities of any kind or character for any Claims . .
. now existing or hereafter arising, asserted or unasserted, fixed or
contingent, liquidated or unliquidated.
(Sale Order ¶ 35 (emphasis added); see also ¶¶ 39, 42.)
Section 2.09 of the MTA enumerated, “for the avoidance of doubt,” certain
“Excluded Liabilities” that New Chrysler did not assume. They included “all Product
Liability Claims arising from the sale of Products or Inventory prior to the Closing.”
(MTA § 2.09(i).) The MTA broadly defined an excluded Product Liability Claim as:
any Action arising out of, or otherwise relating to in any way in respect of
claims for personal injury, wrongful death or property damage resulting
from exposure to, or any other warranty claims, refunds, rebates,
property damage, product recalls, defective material claims, merchandise
returns and/or any similar claims, or any other claim or cause of action
with respect to, Products or items purchased, sold, consigned, marketed,
stored, delivered, distributed or transported by [Old Chrysler].
(MTA Definitions Addendum, at p. 90, as amended by Amendment No. 1 to MTA, at ¶
36.)
By Stipulation and Order, dated Nov. 19, 2009, the parties added section 2.08(h)
to the MTA to expand the scope of Assumed Liabilities relating to Product Liability
Claims. (ECF Main Case Doc. # 5988.) As amended, New Chrysler assumed liability for
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post-Closing Date accidents involving vehicles manufactured and sold by Old Chrysler
before the Closing, but the assumption expressly excluded liability for punitive damages.
Under the amendment, Assumed Liabilities included:
(i) all Product Liability Claims arising from the sale after the Closing of
Products or Inventory manufactured by Sellers or their Subsidiaries in
whole or in part prior to the Closing and (ii) all Product Liability
Claims arising from the sale on or prior to the Closing of motor
vehicles . . . solely to the extent such Product Liability Claims (A) arise
directly from motor vehicle accidents occurring on or after Closing, (B)
are not barred by any statute of limitations, (C) are not claims including
or related to any alleged exposure to any asbestos-containing material
or any other Hazardous Material and (D) do not include any claim for
exemplary or punitive damages.
(MTA, Amendment No. 4, ¶ 1 (emphasis added).) 8
Finally, the Sale Order acknowledged New Chrysler’s obligation to comply with
the National Transportation and Motor Vehicle Safety Act (“NTMVSA”), as applicable to
the business of New Chrysler after the Closing, and New Chrysler further
agreed to assume as Assumed Liabilities under the Purchase Agreement
and this Sale Order the Debtors’ notification, remedy and other obligations
under 49 U.S.C. §§ 30116 through 30120 of the NTMVSA relating to
vehicles manufactured by the Debtors prior to the Closing Date that have a
defect related to motor vehicle safety or do not to [sic] comply with
applicable motor vehicle safety standards prescribed under the NTMVSA.
The Purchaser shall not otherwise be liable for any failure by the Debtors
to comply with the provisions of the NTMVSA.
(Sale Order ¶ EE.) Aside from any obligations that the NTMVSA might impose relating
to safety concerns, New Chrysler did not undertake a contractual obligation to repair
any defects in cars manufactured by Old Chrysler, Grimstad v. FCA US LLC (In re Old
Carco LLC), Adv. Pro. No. 16–01204 (SMB), 2017 WL 1628888, at *4 (Bankr. S.D.N.Y.
8 	Copies of the November 19, 2009 Stipulation and Order and Amendment No. 4 are annexed to
the Glueckstein Declaration as Exhibit C.
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Apr. 27, 2017), except to the extent required by the factory or extended warranties, and
in those cases, New Chrysler’s obligation is limited to the cost of parts and labor. 9
Burton v. Chrysler Group, LLC (In re Old Carco LLC), 492 B.R. 392, 398 (Bankr.
S.D.N.Y. 2013).
B. 	The Motion
New Chrysler has moved to dismiss Count Three pursuant to Rule 12(b)(6) of the
Federal Rules of Civil Procedure, made applicable to this adversary proceeding by Rule
7012 of the Federal Rules of Bankruptcy Procedure. The principal issue is whether
Count Three asserts claims for punitive damages that, even if legally sufficient, are
nonetheless barred by the Sale Order and MTA, as amended. New Chrysler argues, in
the main, that Count Three is a Products Liability Claim within the meaning of the Sale
Order and the MTA. It involves a post-Closing accident relating to a pre-Closing design
defect, and moreover, claims arising from or relating to a product recall fall within the
definition of Product Liability Claims under Amendment No. 4. Accordingly, liability
for punitive damages is excluded. The Plaintiff contends that it asserts claims based on
New Chrysler’s breach of independent duties and is limited to New Chrysler’s post-
Closing wrongful conduct.
In addition, New Chrysler argues that Count Three conflates the acts and
omissions of Old Chrysler and New Chrysler, and thereby seeks to recover punitive
damages based on Old Chrysler’s wrongdoing. The Amended Complaint refers to the
9 	Given the age of the Vehicle at the time of the accident (nearly twenty years), I assume that any
factory or extended warranty had expired long before the sale. In any event, the Amended Complaint
does not assert a repair claim under a factory or extended warranty.
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defendant New Chrysler simply as “Chrysler,” but “Chrysler” sometimes refers to Old
Chrysler. For example, Count Three incorporates all of the preceding paragraphs in the
Amended Complaint, and “Chrysler,” as used in Counts One and Two, refers to the acts
and omissions of Old Chrysler. In other places, Count Three refers to the knowledge of
“Chrysler” regarding the fuel tank design defect,10 its response to the NHTSA probe that
began in 2009 or the delay in issuing the recall without identifying a time frame. (E.g.,
¶¶ 110, 111, 123, 125, 126, 129-33.) “Chrysler” in these instances could mean Old
Chrysler or New Chrysler. Finally, at other places, Count Three refers to acts or
omissions that occurred after the Closing Date and could only be referring to New
Chrysler. (E.g., 112, 116, 118-22.)
The Plaintiff proposes to clear up any confusion through a Second Amended
Complaint that will clearly distinguish between Old Chrysler and New Chrysler. The
decision whether to allow that amendment belongs to the non-bankruptcy court
presiding over the action. See In re Motors Liquidation Co., 568 B.R. 217, 231 (Bankr.
S.D.N.Y. 2017) (“GM/Pitterman”) (“Whether to permit the Pitterman Plaintiffs to
amend their complaint to comport with this ruling is up to the Connecticut District
Court hearing that action.”). Nevertheless, the allegations of the Amended Complaint
are sufficiently clear to allow the Court to decide the Motion.
DISCUSSION
The legal standard governing the Motion requires some brief discussion. The
standard that governs a motion to dismiss pursuant to Federal Rule of Civil Procedure
10 	The Plaintiff has not argued that Old Chrysler’s knowledge regarding the fuel tank design defect is
imputed to New Chrysler.
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12(b)(6) is a familiar one. Briefly, “[t]o survive a motion to dismiss, a complaint must
contain sufficient factual matter, accepted as true, to state a claim to relief that is
plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citations omitted);
accord Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007). In addition to the
four corners of the complaint, a court may consider documents subject to judicial notice,
including, in this case, the Sale Order, the MTA and the amendments to the MTA.
Burton, 492 B.R. at 402.
While these principles apply to the Motion, the Court’s role is more limited. It
acts a “gatekeeper,” and must determine whether the Amended Complaint purports to
allege a claim that is barred by the Sale Order or the MTA, as amended. If the claim
passes the gate, the non-bankruptcy court presiding over the action must decide if any
surviving claim is a legally sufficient claim under applicable non-bankruptcy law. See
GM/Pitterman, 568 B.R. at 222.
The rules that govern the Court’s gatekeeping function are well-settled and have
been discussed by this Court, other courts hearing Chrysler matters and the GM courts
that have heard similar issues. Under the clear and unambiguous language of the Sale
Order and the MTA, as amended, New Chrysler acquired Old Chrysler’s assets free and
clear of all claims and interests, including claims based on successor liability, and New
Chrysler is only liable for the claims against Old Chrysler to the extent they are Assumed
Liabilities under the Sale Order or the MTA, as amended. In re Old Carco LLC, 538 B.R.
674, 678 (Bankr. S.D.N.Y. 2015). The original MTA expressly excluded any liability for
Product Liability Claims, a term that included claims based on product recalls, but the
MTA was modified post-Closing. Under Amendment No. 4, New Chrysler assumed
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liability for damages arising from or relating to post-Closing Date accidents involving
vehicles manufactured and sold by Old Chrysler prior to the closing, but the
modification expressly excluded liability for punitive damages. New Chrysler also
assumed Old Chrysler’s obligations under the NTMVSA to notify owners and remedy
vehicles manufactured by Old Chrysler that posed safety concerns or did not comply
with safety standards, but did not otherwise agree to be liable for any failure by Old
Chrysler to comply with the NTMVSA. (Sale Order ¶ EE.) The net effect of these
provisions is that New Chrysler assumed liability to pay compensatory damages arising
from post-Closing accidents involving vehicles manufactured by Old Chrysler, including
accident claims arising from or relating to product recalls.
However, a § 363 sale order cannot bar a claim that arises from post-sale
wrongful conduct. See Elliot v. General Motors LLC (In re Motors Liquidation Co.),
829 F.3d 135, 156 (2d Cir. 2016) (“[A] bankruptcy court may approve a § 363 sale ‘free
and clear’ of successor liability claims if those claims flow from the debtor’s ownership
of the sold assets. Such a claim must arise from a (1) right to payment (2) that arose
before the filing of the petition or resulted from pre-petition conduct fairly giving rise to
the claim [and, (3)] there must be some contact or relationship between the debtor and
the claimant such that the claimant is identifiable.”) Thus, to survive New Chrysler’s
Motion, Count Three must allege liability for punitive damages based solely on the post-
Closing acts of New Chrysler. Overton v. Chrysler Group LLC, Case No.: 2:17-cv-01983-
RDP, 2018 WL 847772, at *5 n. 6 (D. Mont. Feb. 13, 2018) (limit on punitive damages
under Amendment No. 4 does not govern a claim based on post-sale conduct); Ingman
v. FCA US LLC, CV-17-00069-GF-BMM, 2017 WL 5465521, at *4 (D. Mont. Nov. 14,
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2017) (“The MTA and Amendment No. 4 also do not govern Plaintiff’s claims here. The
punitive damages allegations, in the manner pled in Plaintiff’s Complaint, constitute an
independent claim based only on FCA US’ own post-closing wrongful conduct.”)
(internal quotation marks and citation omitted); Rodriquez v. FCA US LLC, Case No.
16-cv-05083-BLF, 2017 WL 278540, at *5 (N.D. Cal. Jan. 23, 2017) (“[N]either the MTA
nor Amendment No. 4 applies to Plaintiff’s punitive damages claim . . . because . . . they
are not asserting a negligence claim against FCA US for any pre-bankruptcy conduct.”);
Mathias v. Fiat Chrysler Automobiles, N.V., Case No. 5:16-cv-01185-EJD, 2016 WL
5109967, *4 (N.D. Cal. Sept. 21, 2016) (post-sale claim that New Chrysler carried out its
2014 recall obligations in a dangerous and improper manner does not implicate limit on
punitive damages under Amendment No. 4); see GM/Pitterman, 568 B.R. at 231 (“To
pass the bankruptcy gate, a complaint must clearly allege that its causes of action are
based solely on New GM’s post-closing wrongful conduct”); cf. Burton, 492 B.R. at 406
(Sale Order does not bar claims arising from the breach of a duty voluntarily assumed by
New Chrysler after the Closing Date).
As noted earlier, Count Three includes allegations of wrongful conduct by New
Chrysler after the Closing Date. From 2009 to 2013, Chrysler engaged in actions to
delay a product recall. (¶ 111.) In addition, New Chrysler initiated the recall on or
around August 6, 2013, was required to notify vehicle owners about the recall and
installation of a trailer hitch assembly within sixty days of the recall announcement, but
failed to notify the Decedents prior to the May 12, 2014 fatal accident. (¶¶ 116-18.)
Furthermore, non-bankruptcy law may impose on an asset buyer a duty to warn owners
of products manufactured by its seller that the products are defective or pose a danger.
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Burton, 492 B.R. at 405. Finally, the NTMVSA may impose a continuing duty on a
purchaser at a § 363 asset sale to notify owners about safety concerns and recall and
retrofit vehicles manufactured by its seller, although it is doubtful that the breach of the
duty under the NTMVSA gives rise to a private right of action. See Grimstad, 2017 WL
1628888, at *5. As discussed, however, the Court is not concerned with whether the
claims in Count Three are legally sufficient, see In re Motors Liquidation Co., 541 B.R.
104, 141 (Bankr. S.D.N.Y. 2015) (“New GM is correct that obligations, if any, that it had
to recall or retrofit were not Assumed Liabilities, and that New GM is not responsible for
any failures of Old GM to do so. But whether New GM had a duty to recall or retrofit
previously sold Old GM vehicles that New GM did not manufacture is a question of
nonbankruptcy law.”), but only with whether they pass through the gate. Here, they do
because they allege post-Closing conduct as their basis.
This conclusion necessarily rejects New Chrysler’s argument that a post-Closing
breach of the duty to warn, recall, notify or retrofit is still a Product Liability Claim that
does not pass through the gate. (See Motion ¶¶ 27-30; Reply ¶ 8.) Although Count
Three arises from and relates to a product recall of a vehicle manufactured by Old
Chrysler, and fits within the definition of a Product Liability Claim, punitive damages
are not automatically barred. For example, if New Chrysler had intentionally damaged
the Vehicle in the process of retrofitting it following the recall, the resulting claim would
also fit the definition of Product Liability Claim but could not be barred by the Sale
Order. At bottom, a post-Closing breach of an independent duty gives rise to a post-
Closing right to payment, and the “free and clear” provisions of the Sale Order cannot
cut off New Chrysler’s liability for its own wrongful, post-Closing conduct. See In re
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Motors Liquidation Corp., 829 F.3d at 156.
New Chrysler’s argument nonetheless highlights the practical difficulties
presented by this case. Although the contours of the gate I keep are relatively easy to
articulate, the ultimate question of New Chrysler’s liability for punitive damages under
Count Three comes down to a question of proximate cause. Cf. Burton, 492 B.R. at 392
(concluding that plaintiff’s post-Closing failure to warn claim was barred by the Sale
Order because the breach of any post-Closing duty to warn did not proximately cause
plaintiff’s economic injury). Counts One and Two allege directly or through
incorporation by reference that the proximate cause of the Decedents’ fatal injuries was
Old Chrysler’s defective design of the fuel tank. This is a Product Liability Claim that
may subject New Chrysler to liability for compensatory but not punitive damages.
Count Three, which also incorporates the same proximate cause allegation, separately
alleges that the proximate cause of the accident was New Chrysler’s post-Closing breach
of its independent duties to warn, recall, notify and retrofit. For the reasons stated, this
cause of action, if legally sufficient, is not barred by the Sale Order or the MTA. In other
words, if the proximate cause of the Decedents’ fatal injuries, as alleged in Counts One
and Two, was the defective design and manufacture of the Vehicle by Old Chrysler, the
Plaintiff cannot recover punitive damages. If, on the other hand, the proximate cause of
the Decedents’ fatal injuries was due solely to New Chrysler’s failure to warn, recall,
notify or retrofit as alleged in Count Three, rather than the design flaw itself, the claim
for punitive damages would not be barred by the Sale Order or the MTA, as amended.
New Chrysler may be right that all of the claims are inextricably linked and Count
Three is nothing more than the Product Liability Claim alleged in Counts One and Two.
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(Motion ¶ 30.) Indeed, Old Chrysler’s defective design is the sine qua non of the
Plaintiff’s post-Closing claim. However, assuming that the Plaintiff can assert legally
sufficient claims based solely on New Chrysler’s post-Closing wrongful conduct, the
question of what proximately caused the Decedents’ fatal injuries is for the factfinder.
Accordingly, the Motion is granted dismissing the claim in Count Three to
recover punitive damages except to the extent that the Plaintiff can assert legally
sufficient claims against New Chrysler based solely on its own post-Closing wrongful
conduct. The Court has considered the remaining arguments made by the parties, and
concludes that they lack merit. The parties are directed to settle an order consistent
with this opinion that will also provide for the re-transfer of the civil action to the
United States District Court for the Eastern District of Pennsylvania.
Dated: 	New York, New York
March 15, 2018
/s/ Stuart M. Bernstein
STUART M. BERNSTEIN
United States Bankruptcy Judge
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