- Case No. 11-11548
- Adv. No. 12-1026
Khosravinapour v. Pasman, 2013 WL 594476 , Adv. No. 12-1026
ISSUE: Whether the defendant/debtor's improper dissolution, under state law, of a limited liability company in which he was the only member created a new post-petition debt that was not discharged in his chapter 7 case or whether the dissolved company's debt to the plaintiff was a pre-petition contingent debt covered by the debtor's chapter 7 discharge.
RULING: The court concluded that the relevant state statute, La. R.S. 12:1335.1(A), did not create a new liability of the debtor to the plaintiff as a result of the debtor's improper dissolution of the limited liability company. Rather, the failure to comply with the statute's provisions shifted responsibility for the debt to plaintiff from the company to its members, here, the debtor. Thus, using the approach endorsed by the Fifth Circuit in In re Lemelle, 18 F.3d 1268 (5th Cir. 1994), the court found that (1) the plaintiff and debtor had a prepetition relationship; (2) that the debtor's potential liability for the company's debts arose prepetition when the company was formed; and (3) that the plaintiff could have contemplated the debtor might become liable for the company's debts. Therefore, the court held that the plaintiff's claim against the debtor was a prepetition contingent claim that was subject to the chapter 7 discharge.