United Mine Workers of America 1992 Benefit Plan v. Leckie Smokeless Coal Co. , 99 F.3d 573 ( 1996 )


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  • PUBLISHED
    UNITED STATES COURT OF APPEALS
    FOR THE FOURTH CIRCUIT
    In Re: LECKIE SMOKELESS COAL
    COMPANY; NEW RIVER MINERAL
    RESOURCES COMPANY; GOULD
    RESOURCES, INCORPORATED,
    Debtors.
    UNITED MINE WORKERS OF AMERICA
    1992 BENEFIT PLAN, and its
    Trustees; UNITED MINE WORKERS OF
    AMERICA COMBINED BENEFIT FUND,
    and its Trustees,
    Movants-Appellants,
    No. 96-1708
    v.
    LECKIE SMOKELESS COAL COMPANY;
    NEW RIVER MINERAL RESOURCES
    COMPANY; GOULD RESOURCES,
    INCORPORATED; ROYAL SCOT
    MINERALS, INCORPORATED,
    Defendants-Appellees,
    and
    UNSECURED CREDITORS COMMITTEE;
    OFFICE OF THE UNITED STATES
    TRUSTEE,
    Parties-in-Interest.
    In Re: LECKIE SMOKELESS COAL
    COMPANY; NEW RIVER MINERAL
    RESOURCES COMPANY; GOULD
    RESOURCES, INCORPORATED,
    Debtors.
    UNITED MINE WORKERS OF AMERICA
    1992 BENEFIT PLAN, and its
    Trustees; UNITED MINE WORKERS OF
    AMERICA COMBINED BENEFIT FUND,
    and its Trustees,
    Movants-Appellants,
    No. 96-1849
    v.
    LECKIE SMOKELESS COAL COMPANY;
    NEW RIVER MINERAL RESOURCES
    COMPANY; GOULD RESOURCES,
    INCORPORATED; ROYAL SCOT
    MINERALS, INCORPORATED,
    Defendants-Appellees,
    and
    UNSECURED CREDITORS COMMITTEE;
    UNITED STATES TRUSTEE,
    Parties-in-Interest.
    Appeals from the United States District Court
    for the Southern District of West Virginia, at Beckley.
    Elizabeth V. Hallanan, District Judge.
    (CA-96-92-5)
    2
    In Re: LADY H COAL COMPANY,
    INCORPORATED; CONSOLIDATED
    SEWELL, INCORPORATED; SEWELL COAL
    COMPANY; LEIVASY MINING
    CORPORATION; EASTWOOD
    CONSTRUCTION, INCORPORATED,
    Debtors.
    LADY H COAL COMPANY,
    INCORPORATED; CONSOLIDATED
    SEWELL, INCORPORATED; SEWELL COAL
    COMPANY; LEIVASY MINING
    CORPORATION; EASTWOOD
    CONSTRUCTION, INCORPORATED,
    Debtors-Appellees,
    No. 96-1739
    v.
    UNITED MINE WORKERS OF AMERICA
    1992 BENEFIT PLAN, and its
    Trustees,
    Movant-Appellant,
    and
    UNITED MINE WORKERS OF AMERICA
    COMBINED BENEFIT FUND, and its
    Trustees,
    Movant,
    and
    INTERNATIONAL UNION, UNITED MINE
    WORKERS OF AMERICA; DISTRICT 17,
    UNITED MINE WORKERS OF AMERICA,
    Parties-in-Interest.
    3
    In Re: LADY H COAL COMPANY,
    INCORPORATED; CONSOLIDATED
    SEWELL, INCORPORATED; SEWELL COAL
    COMPANY; LEIVASY MINING
    CORPORATION; EASTWOOD
    CONSTRUCTION, INCORPORATED,
    Debtors.
    LADY H COAL COMPANY,
    INCORPORATED; CONSOLIDATED
    SEWELL, INCORPORATED; LEIVASY
    MINING CORPORATION; EASTWOOD
    No. 96-1850
    CONSTRUCTION, INCORPORATED,
    Debtors-Appellees,
    v.
    UNITED MINE WORKERS OF AMERICA
    1992 BENEFIT PLAN, and its
    Trustees,
    Movant-Appellant,
    and
    INTERNATIONAL UNION, UNITED MINE
    WORKERS OF AMERICA; DISTRICT 17,
    UNITED MINE WORKERS OF AMERICA,
    Parties-in-Interest.
    Appeals from the United States District Court
    for the Southern District of West Virginia, at Charleston.
    Charles H. Haden II, Chief District Judge.
    (MC-96-33-2, BK-94-20449, BK-94-20765, BK-94-20766,
    BK-94-20767, BK-94-20710)
    Argued: July 18, 1996
    Decided: October 29, 1996
    4
    Before MURNAGHAN and ERVIN, Circuit Judges, and
    PHILLIPS, Senior Circuit Judge.
    _________________________________________________________________
    Affirmed by published opinion. Judge Murnaghan wrote the opinion,
    in which Judge Ervin and Senior Judge Phillips joined.
    _________________________________________________________________
    COUNSEL
    ARGUED: Jami Wintz McKeon, MORGAN, LEWIS & BOCKIUS,
    Philadelphia, Pennsylvania, for Appellants. Ellen S. Cappellanti,
    JACKSON & KELLY, Charleston, West Virginia; John Allen Rol-
    lins, LEWIS, FRIEDBERG, GLASSER, CASEY & ROLLINS,
    Charleston, West Virginia, for Appellees. ON BRIEF: Marilyn L.
    Baker, MOONEY, GREEN, BAKER, GIBSON & SAINDON, P.C.,
    Washington, D.C.; Larry D. Newsome, Barbara Locklin-George,
    Office of the General Counsel, UMWA HEALTH & RETIREMENT
    FUNDS, Washington, D.C., for Appellants. Ethan D. Fogel,
    Joseph A. O'Connor, DECHERT, PRICE & RHOADS, Philadelphia,
    Pennsylvania; Stephen L. Thompson, BARTH, THOMPSON &
    GEORGE, Charleston, West Virginia, for Appellees.
    _________________________________________________________________
    OPINION
    MURNAGHAN, Circuit Judge:
    Appellants in these consolidated cases are the 1992 UMWA Bene-
    fit Plan and the UMWA Combined Benefit Fund, both of which were
    established pursuant to the Coal Industry Retiree Health Benefit Act
    of 1992, 
    26 U.S.C. §§ 9701-9722
    . Appellees are coal operators that
    have filed voluntary petitions for bankruptcy relief and that have
    asked the Bankruptcy Court to declare that the purchasers of their
    assets will not be jointly and severally liable, as their successors in
    interest, for their financial obligations to the Plan and the Fund. The
    district courts held that the purchasers of Appellees' assets would not
    be Appellees' successors in interest within the meaning of the Coal
    5
    Act and therefore authorized the Bankruptcy Court to permit the sales
    free and clear of Appellees' Coal Act liabilities. In the second of the
    two cases before us, the District Court held, in the alternative, that,
    even if the purchasers of the debtors' assets would be the debtors'
    successors in interest, the Bankruptcy Court could extinguish all suc-
    cessor liabilities arising under the Coal Act by entering a free and
    clear order pursuant to 
    11 U.S.C. § 363
    (f)(5). On the strength of the
    latter line of reasoning, and without reaching the question of whether
    the purchasers would be Appellees' successors in interest, we affirm
    the judgments of the district courts.
    I.
    The events spurring the enactment of the Coal Act have been
    described elsewhere, see, e.g., Blue Diamond Coal Co. v. Shalala (In
    re Blue Diamond Coal Co.), 
    79 F.3d 516
    , 518-20 (6th Cir. 1996);
    Davon, Inc. v. Shalala, 
    75 F.3d 1114
    , 1117-19 (7th Cir. 1996), pets.
    for cert. filed, 
    64 U.S.L.W. 3741
    , 3742 (Apr. 22 & 23, 1996); LTV
    Steel Co. v. Shalala (In re Chateaugay Corp. ), 
    53 F.3d 478
    , 481-86
    (2d Cir.), cert. denied, ___ U.S. #6D 6D6D#, 
    116 S. Ct. 298
     (1995), and need
    not be thoroughly recounted here. In short, the pertinent facts are
    these. Beginning in 1946, coal miners received pension and health
    benefits pursuant to a series of employer-funded plans negotiated by
    their union, the United Mine Workers of America ("UMWA"), and
    the Bituminous Coal Operators Association ("BCOA"). LTV Steel
    Co., 
    53 F.3d at 481-85
    . From 1974 until 1978, non-pension benefits
    were provided under two plans--the 1950 UMWA Benefit Plan and
    the 1974 UMWA Benefit Plan--with the former providing benefits
    to miners who retired prior to January 1, 1976, and the latter provid-
    ing benefits to miners who retired after that date. 
    Id. at 482
    . In 1978,
    the UMWA and BCOA agreed partially to decentralize the scheme:
    they agreed that each miner retiring after January 1, 1976, would
    receive health benefits pursuant to a plan created and funded by his
    or her last employer, and that the 1974 UMWA Benefit Plan would
    provide health benefits only to those retirees who had been
    "orphaned"--that is, those retirees whose last employer had gone out
    of business. 
    Id. at 482-83
    .
    In the 1980s, the 1950 and 1974 plans began to face serious finan-
    cial difficulties: the number of employers contributing to the plans
    6
    declined, the number of orphaned miners increased, and the costs of
    health care soared. 
    Id. at 483-84
    . Congress responded in 1992 by
    enacting the Coal Industry Retiree Health Benefit Act of 1992, Pub.
    L. No. 102-486, 
    106 Stat. 2776
    , 3036-56 (codified at 
    26 U.S.C. §§ 9701-9722
    ). The overarching purpose of the Act was to establish
    a system whereby each current and former signatory operator--that
    is, each operator that "is or was a signatory to a coal wage agree-
    ment," as such agreements are defined in section 9701(b)(1) of the
    Act, see § 9701(c)(1)--is required to pay for the benefits provided to
    its own retirees and to share in the cost of providing benefits to
    orphaned retirees.1 LTV Steel Co., 
    53 F.3d at 485
    . Toward that end,
    Congress created two new benefit plans.
    First, it established the UMWA Combined Benefit Fund ("the
    Fund") by merging the 1950 UMWA Benefit Plan and the 1974
    UMWA Benefit Plan. See 
    26 U.S.C. § 9702
    (a). The Fund provides
    health and death benefits to coal industry retirees who, as of July 20,
    1992, were eligible for, and receiving, benefits under either the 1950
    or the 1974 plan. 
    Id.
     § 9703(a), (f). The Fund is financed by annual
    per-beneficiary premiums paid in monthly installments by "assigned
    operators." Id. §§ 9704, 9706;see id. § 9701(c)(5) ("defining"as-
    signed operator"); id. § 9706(a) (describing the manner in which ben-
    eficiaries are assigned to operators). An assigned operator's "related
    persons" are jointly and severally liable for the operator's premiums.
    Id. §§ 9704(a). An entity is deemed a person related to an operator if
    it is
    (i) a member of the controlled group of corporations . . .
    which includes such signatory operator;
    _________________________________________________________________
    1 Congress found that,
    in order to secure the stability of interstate commerce, it is neces-
    sary to modify the current private health care benefit plan struc-
    ture for retirees in the coal industry to identify persons most
    responsible for plan liabilities in order to stabilize plan funding
    and allow for the provision of health care benefits to such retir-
    ees.
    Pub. L. No. 102-486, 
    106 Stat. 2776
    , 3037.
    7
    (ii) a trade or business which is under common control . . .
    with such signatory operator; or
    (iii) any other person who is identified as having a partner-
    ship interest or joint venture with a signatory operator
    in a business within the coal industry, but only if such
    business employed eligible beneficiaries . . . .
    
    Id.
     § 9701(c)(2). An entity is also an operator's "related person" if it
    is a "successor in interest of any person described in clause (i), (ii),
    or (iii)." Id. The Act does not define the phrase "successor in interest."
    Second, Congress established the 1992 UMWA Benefit Plan ("the
    Plan"). Id. § 9712(a). The Plan provides health benefits to retirees
    who retired prior to September 30, 1994, and who, among other
    things, are not eligible to receive benefits from the Combined Benefit
    Fund. Id. § 9712(b). The Plan is financed by annual and monthly pre-
    miums paid by the beneficiaries' "last signatory operators."2 Id.
    § 9712(d)(1), (3). An operator's "successor in interest" and "related
    persons" are jointly and severally liable for the operator's premiums.
    Id. §§ 9711(g)(1), 9712(d)(4).
    II.
    The instant appeals concern two separate cases arising from the
    Southern District of West Virginia. The pertinent facts concerning
    those cases are as follows.
    A. UMWA 1992 Benefit Plan v. Leckie Smokeless Coal Co.
    Appellees in the first of the two cases before us are Leckie Smoke-
    less Coal Company, the New River Mineral Resources Company, and
    Gould Resources, Inc. Until January 1994, Leckie conducted coal
    mine operations in West Virginia. New River and Gould are affiliates
    of Leckie that own leases of coal lands located adjacent to Leckie's
    _________________________________________________________________
    2 The Act imposes differing liabilities upon "1988 last signatory opera-
    tors," see 
    26 U.S.C. § 9712
    (d)(1), and upon all other last signatory opera-
    tors, see 
    id.
     § 9712(d)(3); see also id. § 9701(c)(3) (defining the term
    "1988 agreement operator").
    8
    property. Together, the three companies have been assigned 140 ben-
    eficiaries for purposes of Combined Benefit Fund liability and, with
    respect to the 1992 UMWA Benefit Plan, are the last signatory
    employers of 87 retirees. Leckie has stated that its total Coal Act lia-
    bilities exceed $7 million and that its monthly premiums exceed
    $60,000.
    Appellees have each filed voluntary petitions for relief under Chap-
    ter 11 of the Bankruptcy Code.3 Joseph C. Turley III, president of
    each of the three companies, wishes to sell Appellees' assets pursuant
    to 
    11 U.S.C. §§ 363
    , 365 to Royal Scot Minerals, Inc., for approxi-
    mately $1.9 million. As a condition of the purchase, Royal Scot has
    insisted that it take Appellees' property "free and clear" of all succes-
    sor liabilities that might arise under the Coal Act. See 
    11 U.S.C. § 363
    (f) (stating the conditions under which a trustee may sell prop-
    erty "free and clear of any interest in such property of an entity other
    than the estate").
    After Appellees filed a motion with the Bankruptcy Court seeking
    permission to sell their assets to Royal Scot free and clear of such lia-
    bilities, an objection to the motion was filed by Appellants--the 1992
    UMWA Benefit Plan and its Trustees and the UMWA Combined
    Benefit Fund and its Trustees. The Plan and Fund contended that the
    Bankruptcy Court could not extinguish successor liabilities arising
    under the Coal Act. On the Plan and Fund's motion, the objection was
    withdrawn from the Bankruptcy Court's consideration by Judge Eliz-
    abeth V. Hallanan of the Beckley Division of the United States Dis-
    trict Court for the Southern District of West Virginia. See 
    28 U.S.C. § 157
    (d) ("The district court shall, on timely motion of any party, . . .
    withdraw a proceeding [from a bankruptcy court] if the court deter-
    mines that resolution of the proceeding requires consideration of both
    title 11 and other laws of the United States regulating organizations
    or activities affecting interstate commerce.").
    The District Court held that (1) based upon the meaning of the
    phrase "successor in interest" as it is used in one of the implementing
    regulations of the Internal Revenue Code, see 
    26 C.F.R. § 1.1503
    -
    _________________________________________________________________
    3 Leckie filed on April 16, 1993; New River filed on November 13,
    1995; and Gould filed on November 17, 1995.
    9
    2(c)(12), Royal Scot would not be Appellees' successor in interest
    within the meaning of the Coal Act because Royal Scot would not
    inherit Appellees' tax attributes merely by purchasing their assets; (2)
    Royal Scot therefore could not be held liable for Appellees' Coal Act
    obligations; and (3) section 363(f)(1) of the Bankruptcy Code there-
    fore authorized the Bankruptcy Court to permit the sale of Appellees'
    assets free and clear of their Coal Act obligations. 4 See 
    11 U.S.C. § 363
    (f)(1) (stating that a trustee may sell property free and clear of
    an interest in that property when "applicable nonbankruptcy law" so
    permits). The court concluded by making the following observations:
    If the proposed sale between Defendants [Appellees] and the
    Buyer goes through, although the Buyer will not be contrib-
    uting the Defendants' future obligations to the Funds, jobs
    will be created when the property is mined again and funds
    will be generated from which to pay some of Defendants'
    debts, including their past due Coal Act obligations. If the
    sale does not go through, no one will be in a position to con-
    tribute Defendants' future obligations to the Funds, no jobs
    will be created, and Defendants' debts will not be paid, at
    least not until Defendants' assets are sold in a piecemeal
    fashion, possibly generating less value than a sale such as
    this of all of Defendants' assets. The Court believes the
    lesser of these evils is the greater good.
    On April 29, 1996, the District Court issued a supplemental order,
    ruling that its decision involved "a controlling question of law as to
    which there is substantial ground for difference of opinion and imme-
    diate appeal may materially advance the ultimate termination of the
    litigation." See 
    28 U.S.C. § 1292
    (b).
    On May 2, 1996, the Bankruptcy Court ruled that the terms of the
    proposed sale were "fair and reasonable" and authorized the sale of
    Appellees' assets free and clear of their Coal Act liabilities. Royal
    _________________________________________________________________
    4 The district court also held that the proposed sale to Royal Scot was
    neither a bad-faith transaction within the meaning of section 363(m) of
    the Bankruptcy Code nor a "sham transaction" within the meaning of
    section 9722 of the Coal Act. The Plan and Fund have not appealed those
    rulings.
    10
    Scot, Appellees, the Fund, and the Plan have agreed that Appellees
    and Royal Scot will not close the sale until after the earlier of (1)
    fourteen days after the issuance of our opinion in the instant cases and
    (2) October 1, 1996.
    B. 1992 UMWA Benefit Plan v. Lady H Coal Co.
    Appellees in the second of the two cases before us are the Lady H
    Coal Company, Inc., Consolidated Sewell, Inc., Sewell Coal Com-
    pany, Leivasy Mining Corporation, and Eastwood Construction, Inc.5
    Appellees, each of whom operated coal mines in West Virginia, have
    filed voluntary petitions for bankruptcy relief under Chapter 11.6 With
    respect to the 1992 UMWA Benefit Plan, the five debtors are the last
    signatory employers of approximately 150 retirees.
    Appellees filed a motion with the Bankruptcy Court seeking per-
    mission to auction their property, with the buyer or buyers taking the
    property free and clear of liens and encumbrances. Objections to the
    motion were filed by Appellant, the 1992 UMWA Benefit Plan, and
    by the United Mine Workers of America, International.7 The Plan
    contended that property cannot be sold in a bankruptcy auction free
    and clear of obligations arising under the Coal Act, and filed a motion
    to withdraw the matter from the Bankruptcy Court's consideration
    pursuant to 
    28 U.S.C. § 157
    (d). Chief Judge Charles H. Haden II, of
    the Charleston Division of the United States District Court for the
    Southern District of West Virginia, denied the motion to withdraw,
    but directed the Bankruptcy Court to submit proposed findings of fact
    and conclusions of law pursuant to 
    28 U.S.C. § 157
    (c) concerning the
    Plan's objections to the proposed sale. The Bankruptcy Court did so
    on March 29, 1996.
    _________________________________________________________________
    5 Consolidated is the parent corporation of Lady H and Sewell. Leivasy
    and Eastwood are Lady H's subsidiaries.
    6 Lady H filed on July 20, 1994; Eastwood filed on November 7, 1994;
    Leivasy filed on December 2, 1994; and Consolidated and Sewell filed
    on December 22, 1994.
    7 The UMWA is not a party to the instant appeal. We therefore need
    consider neither the union's objections to the proposed auction nor the
    District Court's reasons for overruling those objections.
    11
    Upon receiving the Bankruptcy Court's proposed findings, the Dis-
    trict Court held that Judge Hallanan's opinion in Leckie Smokeless
    was "binding precedent and . . . resolve[d] the objections filed by the
    1992 Plan" and overruled the Plan's objections accordingly. The court
    noted that, in its proposed conclusions of law, the Bankruptcy Court
    had reached a conclusion similar to that reached by Judge Hallanan,
    and ruled that, under principles of stare decisis, it should adopt the
    Leckie Smokeless reasoning. The court further stated, though, that,
    "[s]hould Judge Hallanan revisit her Order, or should that Order meet
    with less than full agreement from the Court of Appeals, the Court
    would adopt in the alternative [the Bankruptcy Court's] fine analy-
    sis." The Bankruptcy Court had suggested that, even if the purchasers
    of Appellees' assets would be Appellees' successors in interest, the
    Bankruptcy Court had the power under section 363(f)(5) of the Bank-
    ruptcy Code to issue a free and clear order absolving the purchasers
    of successor liabilities arising under the Coal Act. See 
    11 U.S.C. § 363
    (f)(5) (stating that a trustee may sell property free and clear of
    an interest in that property when the holder of the interest "could be
    compelled, in a legal or equitable proceeding, to accept a money satis-
    faction of such interest").
    On May 6, 1996, the District Court issued a supplemental order
    pursuant to section 1292(b), similar to the supplemental order that had
    been issued by the District Court in Leckie Smokeless.
    On May 10, 1996, the Bankruptcy Court ruled that a bid of $4.5
    million submitted by the Green Valley Coal Company was "fair and
    reasonable" and authorized the sale of Appellees' assets free and clear
    of their Coal Act obligations. The transaction was subsequently exe-
    cuted. The parties have placed a portion of the sale proceeds into an
    escrow account, the disposition of which depends upon the outcome
    of the instant appeal.
    C. Consolidation of the Appeals
    On June 18, 1996, after the Plan and Fund timely appealed the dis-
    trict courts' rulings, we issued an order consolidating the two cases,
    granting Appellants' request to make interlocutory appeals, and expe-
    diting those appeals. The Plan and Fund believe that the district courts
    lacked jurisdiction to authorize sales free and clear of Appellees' Coal
    12
    Act liabilities, and that the district courts erred when they held that
    the purchasers of Appellees' assets would not become, by making
    such purchases, Appellees' successors in interest within the meaning
    of the Coal Act. The Plan also has taken the position that the District
    Court in Lady H erred when it held, in the alternative, that, even if
    the purchaser of the debtors' assets would become the debtors' suc-
    cessor in interest, the Bankruptcy Court could extinguish that succes-
    sor liability by issuing a free and clear order pursuant to 
    11 U.S.C. § 363
    (f)(5).
    III.
    The Plan and Fund have argued that the district courts lacked sub-
    ject matter jurisdiction to determine whether the purchasers of Appel-
    lees' assets could take those assets free and clear of Coal Act
    successor liabilities. They have rested that argument upon the follow-
    ing contentions: (1) that the Plan and Fund do not have "claims"
    within the meaning of section 101(5)(A) of the Bankruptcy Code; (2)
    that the eight debtors have not sought approval of the sale of assets
    free and clear of "interests in property" within the meaning of section
    363(f) of the Code; and (3) that the district courts were asked to issue
    declaratory judgments that restrain the assessment and collection of
    taxes.8
    _________________________________________________________________
    8 The Plan and Fund have also argued (1) that the debtors lacked stand-
    ing to ask the courts to declare that the purchasers of their assets would
    not be jointly and severally liable for their Coal Act obligations and (2)
    that the issues raised in the instant appeals were not yet ripe for adjudica-
    tion. Applying the standards articulated in Lujan v. Defenders of Wildlife,
    
    504 U.S. 555
    , 560-61 (1992) (concerning standing), and Charter Federal
    Sav. Bank v. Office of Thrift Supervision, 
    976 F.2d 203
    , 208 (4th Cir.
    1992) (concerning ripeness), cert. denied, 
    507 U.S. 1004
     (1993), we have
    concluded that those arguments are without merit. With respect to stand-
    ing, the debtors are confronted with the imminent loss of all or a portion
    of what the Bankruptcy Court has found to be fair and reasonable value
    for their assets; the cause of that imminent injury is the threat of Coal Act
    successor liability; and the imminent injury will be redressed if we affirm
    the district courts' rulings that the debtors' assets may be sold free and
    clear of the debtors' Coal Act liabilities. With respect to ripeness, no fur-
    ther factual developments are needed to determine whether the Bank-
    ruptcy Court may presently extinguish Coal Act successor liabilities, and
    prompt resolution of the bankruptcy proceedings requires that the succes-
    sorship matter be resolved sooner, rather than later.
    13
    A. Claims
    The Bankruptcy Code defines a "claim" as a"right to payment,
    whether or not such right is reduced to judgment, liquidated, unliqui-
    dated, fixed, contingent, matured, unmatured, disputed, undisputed,
    legal, equitable, secured, or unsecured." 
    11 U.S.C. § 101
    (5)(A). By
    defining the term so broadly, Congress intended that"all legal obliga-
    tions of the debtor, no matter how remote or contingent, will be able
    to be dealt with in the bankruptcy case." H.R. Rep. No. 95-595, 95th
    Cong., 2d Sess. 309 (1977), reprinted in 1978 U.S.C.C.A.N. 5963,
    6266.
    The Plan and Fund have argued that, because future Coal Act pre-
    miums have not yet been assessed, liability for those premiums does
    not yet exist, the Plan and Fund therefore cannot now assert claims
    to those premiums, and the district courts therefore cannot now issue
    orders concerning liability for those premiums. Appellants rely princi-
    pally upon the Second Circuit's decision in LTV Steel Co. and upon
    our decision in River Place East Housing Corp. v. Rosenfeld (In re
    Rosenfeld), 
    23 F.3d 833
     (4th Cir.), cert. denied, ___ U.S. ___, 
    115 S. Ct. 200
     (1994). Finding both cases distinguishable, we reject Appel-
    lants' argument.
    In LTV Steel Co., the Second Circuit observed that "it is clear that
    the existence of a valid bankruptcy claim depends on (1) whether the
    claimant possessed a right to payment, and (2) whether that right
    arose before the filing of the petition." 
    53 F.3d at 497
    . The court then
    rejected the debtor coal operator's argument that its obligations to the
    Combined Benefit Fund "constitute[d] pre-petition debts which must
    . . . be disallowed because no timely proof of claim was filed." 
    Id. at 496-97
    . The court held that the Fund did not have a pre-petition right
    to premium payments because (1) the Coal Act was not enacted until
    six years after the debtor filed its petition for bankruptcy relief and
    (2) "where the statute imposing the liability has not been enacted, it
    would be impossible to find even the remotest ``right to payment.'" 
    Id. at 497
     (internal quotation omitted). In the cases at bar, the Coal Act
    was enacted prior to the dates on which the debtors filed for bank-
    ruptcy relief. Moreover, at the time those petitions were filed, it was
    established that, absent a change in the law, the debtors would be lia-
    ble for future Coal Act premiums, the amount of which would be
    14
    determined from time to time in accordance with the formulae
    described in the statute.
    In River Place, we were asked to determine"whether a discharge
    in bankruptcy relieves a debtor from personal liability for post-
    petition assessments of cooperative housing dues." 
    23 F.3d at 835
    .
    We answered that question in the negative, holding that the coopera-
    tive association's claim "arose from [the debtor's] continued post-
    petition ownership of the property and not from a pre-petition con-
    tractual obligation." 
    Id. at 837
    . In the instant cases, the debtors' liabil-
    ity for Coal Act premiums has arisen from their pre-petition, rather
    than their post-petition, acts.9
    In accordance with Congress's desire that we interpret the term
    "claim" broadly, and in light of the statute's express indication that
    even unmatured and contingent rights to payment are to be regarded
    as claims, we hold that the Plan and Fund do have claims to future
    premium payments.
    _________________________________________________________________
    9 The extent to which the debtors' liability for future Coal Act premi-
    ums was fixed at the time they filed their bankruptcy petitions--even
    though the amount of those premiums could not then and still cannot be
    precisely stated--is exemplified by the Coal Act's provisions concerning
    the effect of a coal operator's decision to leave the coal-mining industry
    on that operator's subsequent liability for Coal Act premiums. It appears
    that a coal operator remains liable for both Fund and Plan premiums even
    if it chooses to cease coal mining operations and to take up an entirely
    different enterprise. See 
    26 U.S.C. § 9701
    (c)(7) (defining "in business"
    as being engaged in any business activity, "whether or not in the coal
    industry"); 
    id.
     § 9706(a) (stating that, with respect to the Fund, retirees
    are to be assigned to signatory operators that "remain[ ] in business"); id.
    § 9712(d) (stating that, with respect to the Plan, "all" last signatory oper-
    ators are responsible for paying premiums); Holland v. Double G Coal
    Co., 
    898 F. Supp. 351
    , 354-55 (S.D. W. Va. 1995) (observing that sec-
    tion 9712(d) does not expressly limit liability to operators that remain in
    business and concluding that "Congress must have intended section 9712
    of the Coal Act to apply to all 1988 last signatory operators, whether or
    not they remain in business").
    15
    B. Interests in Property
    Section 363(f) of the Bankruptcy Code authorizes the bankruptcy
    courts, under any one of five prescribed conditions, to authorize the
    sale of property "free and clear of any interest in such property of an
    entity other than the estate."10 
    11 U.S.C. § 363
    (f) (emphasis added).
    The Code does not define the kinds of interests in property that the
    statute is intended to encompass. The Plan and Fund have contended,
    though, that their respective interests in receiving premium payments
    are not within the scope of the statute:
    Coal Act obligations are not in the nature of an encum-
    brance on property of the debtor, nor are they enforceable
    through an in rem action, nor do they arise from ownership
    of property. Those obligations, therefore, cannot be subject
    to a free and clear sale under Section 363(f).
    Appellants' Brief at 27.
    In Leckie Smokeless, citing WBQ Partnership v. Virginia Dep't of
    Medical Assistance Servs. (In re WBQ Partnership), 
    189 B.R. 97
    , 105
    (Bankr. E.D. Va. 1995), the District Court stated that "[a] creditor has
    an ``interest in the property' of a debtor when he has a right to seek
    a future money payment from the debtor." Because the Fund and Plan
    have a right to seek Coal Act premiums from the debtors, the court
    concluded that the Fund and Plan have interests in the debtors' prop-
    _________________________________________________________________
    10 In Leckie Smokeless, the District Court held that the first of the five
    alternative bases for issuing a free and clear order applied: the court held
    that nonbankruptcy law--namely, the Coal Act--permitted the sale of
    the debtors' assets free and clear of Coal Act liabilities. See 
    11 U.S.C. § 363
    (f)(1) (stating that a trustee may sell property free and clear of an
    interest in that property if "applicable nonbankruptcy law permits sale of
    such property free and clear of such interest"). In Lady H, the District
    Court found itself bound by the Leckie Smokeless decision. In the alter-
    native, the Lady H court adopted the Bankruptcy Court's proposed find-
    ing that the debtors' property could be sold free and clear of the Plan's
    interest because the Plan "could be compelled, in a legal or equitable pro-
    ceeding, to accept a money satisfaction of such interest." See 
    11 U.S.C. § 363
    (f)(5). The Plan has not appealed that aspect of the Lady H court's
    alternative ruling.
    16
    erty. In Lady H, the District Court did not expressly address the issue;
    instead, it adopted the Bankruptcy Court's conclusion that the Plan
    has an interest in the debtors' property and that its claim for premiums
    would attach to the proceeds of the sale of that property.
    Though courts have not yet settled upon a precise definition of the
    phrase "interest in such property," see Ninth Ave. Remedial Group v.
    Allis-Chalmers Corp., 
    195 B.R. 716
    , 730-32 (Bankr. N.D. Ind. 1996),
    we find that the District Court in Leckie Smokeless applied an unduly
    broad interpretation of the statute when it stated that one has an inter-
    est in a debtor's property simply when one has a right to demand
    money from the debtor. We have previously observed, for example,
    that "courts have recognized that general, unsecured claims do not
    constitute ``interests' within the meaning of§ 363(f)." Yadkin Valley
    Bank & Trust Co. v. McGee (In re Hutchinson ), 
    5 F.3d 750
    , 756 n.4
    (4th Cir. 1993); see also Ninth Ave. Remedial Group, 195 B.R. at
    729-32 (observing that a few courts have held that section 363(f)
    applies only to in rem interests, while numerous other courts have
    interpreted the statute more broadly, applying it, for example, to prod-
    uct liability and employment discrimination claims). Yet while the
    plain meaning of the phrase "interest in such property" suggests that
    not all general rights to payment are encompassed by the statute, Con-
    gress did not expressly indicate that, by employing such language, it
    intended to limit the scope of section 363(f) to in rem interests,
    strictly defined, and we decline to adopt such a restricted reading of
    the statute here. Accord P.K.R. Convalescent Centers v. Common-
    wealth of Virginia, Dep't of Medical Assistance Servs. (In re P.K.R.
    Convalescent Centers), 
    189 B.R. 90
    , 92-94 (Bankr. E.D. Va. 1995)
    (holding that section 363(f) permitted a sale free and clear of Virgin-
    ia's depreciation-recoupment interest in the debtor's property, even
    though that interest was unsecured by lien or otherwise). Contra
    Fairchild Aircraft Corp. v. Cambell (In re Fairchild Aircraft Corp.),
    
    184 B.R. 910
    , 917-19 (Bankr. W.D. Tex. 1995) (holding that section
    363(f) applies only to "in rem interests which have attached to the
    property," by way of either "the debtor's consent to a security interest
    or the creditor's attachment of the property resulting in a lien").
    It is difficult to make further categorical observations concerning
    the intended meaning of the words "interest in"--indeed, the precise
    boundaries of the phrase likely will be defined only as the courts con-
    17
    tinue to apply it to the facts presented in the cases brought before
    them. Yet we hold that the Fund's and Plan's rights to collect pre-
    mium payments from Appellees constitute interests in the assets that
    Appellees now wish to sell, or have sold already. Those rights are
    grounded, at least in part, in the fact that those very assets have been
    employed for coal-mining purposes: if Appellees had never elected to
    put their assets to use in the coal-mining industry, and had taken up
    business in an altogether different area, the Plan and Fund would have
    no right to seek premium payments from them. Because there is there-
    fore a relationship between (1) the Fund's and Plan's rights to
    demand premium payments from Appellees and (2) the use to which
    Appellees put their assets, we find that the Fund and Plan have inter-
    ests in those assets within the meaning of section 363(f).11
    C. Declaratory Judgments and Injunctions
    The Plan and Fund have argued that the district courts were
    stripped of subject matter jurisdiction by both the Anti-Injunction Act,
    
    26 U.S.C. § 7421
    , and the tax-exclusion provision of the Declaratory
    Judgment Act, 
    28 U.S.C. § 2201
    .
    The Declaratory Judgment Act authorizes all United States courts
    to issue declaratory relief in cases within their jurisdiction "except
    with respect to Federal taxes other than actions brought under section
    7428 of the Internal Revenue Code of 1986 [or] a proceeding under
    section 505 or 1146 of title 11." 
    28 U.S.C. § 2201
    (a). The Anti-
    Injunction Act states that, with certain exceptions,"no suit for the
    purpose of restraining the assessment or collection of any tax shall be
    maintained in any court by any person, whether or not such person is
    the person against whom such tax was assessed." 
    26 U.S.C. § 7421
    (a).
    _________________________________________________________________
    11 We emphasize, though, that the question of whether the Plan and
    Fund have interests in the debtors' property within the meaning of the
    Bankruptcy Code is distinct from the question of whether third parties
    become the debtors' successors in interest within the meaning of the
    Coal Act upon purchasing that property. We express no opinion concern-
    ing the latter inquiry.
    18
    As a preliminary matter, we note that the tax-exclusion provision
    of the Declaratory Judgment Act cannot be regarded as a jurisdic-
    tional bar, per se, because "[t]he Act does not itself confer subject
    matter jurisdiction, but, rather, makes available an added anodyne for
    disputes that come within the federal courts' jurisdiction on some
    other basis." Ernst & Young v. Depositors Economic Protection
    Corp., 
    45 F.3d 530
    , 534 (1st Cir. 1995); accord Skelly Oil Co. v. Phil-
    lips Petroleum Co., 
    339 U.S. 667
    , 671-72 (1950). We will therefore
    proceed under the assumption that Appellants believe that the Anti-
    Injunction Act posed a jurisdictional bar, while the Declaratory Judg-
    ment Act prohibited the issuance of declaratory relief.
    To determine whether the two statutes apply in the instant cases,
    we must first determine whether Coal Act premiums are taxes. We
    hold that they are. In United States v. City of Huntington, W. Va., 
    999 F.2d 71
     (4th Cir. 1993), cert. denied, #6D 6D6D# U.S. ___, 
    114 S. Ct. 1048
    (1994), we ascertained whether a service fee imposed by a city was
    a tax by asking whether it had each of four features: "(a) An involun-
    tary pecuniary burden, regardless of name, laid upon individuals or
    property; (b) Imposed by or under authority of the legislature; (c) For
    public purposes, including the purposes of defraying expenses of gov-
    ernment or undertakings authorized by it; (d) Under the police or tax-
    ing power of the state." 
    Id.
     at 73 nn.4 & 5 (quoting County Sanitation
    Dist. No. 2 of Los Angeles County v. Lorber Industries of California
    (In re Lorber Industries of California), 
    675 F.2d 1062
    , 1066 (9th Cir.
    1982)); accord Williams v. Motley, 
    925 F.2d 741
    , 742 (4th Cir. 1991)
    ("In the absence of a statutory definition, the Supreme Court has
    defined taxes as ``pecuniary burdens laid upon individuals or their
    property, regardless of their consent, for the purpose of defraying the
    expenses of government or of undertakings authorized by it.'") (quot-
    ing City of New York v. Feiring, 
    313 U.S. 283
    , 285 (1941)). Applying
    that four-part test, the Second Circuit in LTV Steel Co. held that Coal
    Act premiums are taxes within the meaning of a priority provision of
    the Bankruptcy Code: they are involuntary pecuniary burdens
    imposed by Congress for the public purpose of restoring financial sta-
    bility to coal miners' benefit plans, and those burdens have been
    imposed as an exercise of Congress's taxing power. 12 
    53 F.3d at 498
    .
    _________________________________________________________________
    12 With respect to the last of the four elements, the court pointed out
    that the Coal Act was enacted as an amendment to the Internal Revenue
    Code of 1986 and that Congress conferred enforcement powers upon the
    Secretary of the Treasury. 
    53 F.3d at 498
    ; see 
    26 U.S.C. § 9707
    (d)(1).
    19
    Finding the Second Circuit's reasoning persuasive, and discerning no
    basis for distinguishing the meaning of the word"tax" in the Bank-
    ruptcy Code from the use of that term in the two statutes at issue
    before us, we adopt the Second Circuit's reasoning as our own.
    We must next determine whether the Anti-Injunction Act or the
    Declaratory Judgment Act barred the district courts from issuing the
    orders challenged here. We hold that they did not.
    Though the Anti-Injunction Act concerns federal courts' subject
    matter jurisdiction and the tax-exclusion provision of the Declaratory
    Judgment Act concerns the issuance of a particular remedy, the two
    statutory texts are, in underlying intent and practical effect, coexten-
    sive. Wyoming Trucking Ass'n v. Bentsen, 
    82 F.3d 930
    , 932-33 (10th
    Cir. 1996)13; Perlowin v. Sassi, 
    711 F.2d 910
    , 911 (9th Cir. 1983) (per
    curiam) (stating that "[i]f [a] suit is allowed under the Anti-Injunction
    Act, it is not barred by the Declaratory Judgment Act"); Investment
    Annuity, Inc. v. Blumenthal, 
    609 F.2d 1
    , 4 (D.C. Cir. 1979), cert.
    denied, 
    446 U.S. 981
     (1980); Tomlinson v. Smith , 
    128 F.2d 808
    , 811
    (7th Cir. 1942). The tax-exclusion provision was in fact added to the
    Declaratory Judgment Act in order to reaffirm the restrictions
    declared in the Anti-Injunction Act, Bob Jones Univ. v. Simon, 
    416 U.S. 725
    , 732 n.7 (1974), and to prevent taxpayers from "us[ing] the
    Declaratory Judgment Act to do what they were prohibited from
    doing under the Anti-Injunction Act," Eastern Kentucky Welfare
    Rights Org. v. Simon, 
    506 F.2d 1278
    , 1285 n.11 (D.C. Cir. 1974),
    vacated on other grounds, 
    426 U.S. 26
     (1976); see also Alexander v.
    "Americans United" Inc., 
    416 U.S. 752
    , 759 n.10 (1974) (observing
    that the District of Columbia Circuit had held that the two provisions
    are coterminous, declining to pass judgment on that holding, but con-
    ceding that "the federal tax exception to the Declaratory Judgment
    Act is at least as broad as the prohibition of the Anti-Injunction Act").
    The purposes of the two statutory provisions are to allow the Federal
    Government to assess and collect allegedly due taxes without judicial
    _________________________________________________________________
    13 The Tenth Circuit stated that finding the two provisions coextensive
    "is consistent with common sense, since an injunction of a tax and a judi-
    cial declaration that a tax is illegal have the same prohibitory effect on
    the federal government's ability to assess and collect taxes." Wyoming
    Trucking Ass'n, 
    82 F.3d at 933
    .
    20
    interference and to compel taxpayers to raise their objections to col-
    lected taxes in suits for refunds. Enochs v. Williams Packing Co., 
    370 U.S. 1
    , 7 (1962) (concerning the Anti-Injunction Act); Flora v. United
    States, 
    362 U.S. 146
    , 164 & n.29 (1960) (concerning the Declaratory
    Judgment Act). In light of the two provisions' coextensive nature, a
    finding that one of the two statutes does not bar the debtors in the
    instant cases from seeking and obtaining free and clear orders will
    necessitate a finding that the other statute does not pose an obstacle
    either.
    In South Carolina v. Regan, 
    465 U.S. 367
     (1984), the Supreme
    Court was asked to determine whether the Anti-Injunction Act barred
    the State of South Carolina from seeking injunctive and other relief
    in a suit challenging the constitutionality of a provision of the Internal
    Revenue Code that imposed a tax on interest earned from bearer
    bonds. 
    Id. at 370-71
    . The Court held that the Anti-Injunction Act
    "was not intended to bar an action where . . . Congress has not pro-
    vided the plaintiff with an alternative legal way to challenge the valid-
    ity of a tax." 
    Id. at 373
    . The Court observed that the statute has no
    recorded legislative history, but found that "the circumstances of its
    enactment strongly" supported the Court's finding: the Court
    observed that an earlier version of the statute provided an alternative
    legal avenue for challenging taxes--namely, a suit for a refund. 
    Id. at 373
    . The Court further noted that, in cases in which it had held that
    the Anti-Injunction Act barred a suit, the taxpayers could have paid
    the disputed sums and then sued for refunds, and that it had previ-
    ously declared that one of the central purposes of the Act was "to
    require that the legal right to . . . disputed sums be determined in a
    suit for refund." 
    Id. at 374-76
     (quoting Williams Packing Co., 
    370 U.S. at 7
    ). The Court then held that, because the challenged tax would
    be imposed on bondholders, rather than on South Carolina, and
    because the State would have no direct means of challenging that tax,
    the Anti-Injunction Act did not bar the suit. Id . at 378-80.
    In the cases at bar, we find that the debtors do not have any "alter-
    native legal way" to challenge the imposition of Coal Act successor
    liability on the purchasers of their assets and that, consequently, nei-
    ther the tax-exclusion provision of the Declaratory Judgment Act nor
    the Anti-Injunction Act barred the district courts from reaching the
    merits of the cases and ordering the appropriate relief. The debtors in
    21
    the cases before us are, in many respects, in the same position that the
    State of South Carolina occupied in Regan: they need to know, not
    whether they can themselves be held liable for particular taxes, but
    whether those taxes can be assessed against a third party. More spe-
    cifically, the debtors need to know whether they can sell their assets
    free and clear of liability for their Coal Act premiums (while in no
    way thereby avoiding liability for those premiums themselves), so
    that, in the case of the Leckie Smokeless debtors, they can meet an
    absolute condition of purchase imposed by Royal Scot or, in the case
    of the Lady H debtors, they can gain the right to have escrowed funds
    added to the value of their bankruptcy estates. The debtors cannot
    themselves pay all Coal Tax premiums owed, whether already
    accrued or yet to be assessed, then challenge the imposition of joint
    and several liability on third parties, the purchasers of their assets.
    Nor does the Coal Act itself provide any means by which a coal oper-
    ator can challenge the imposition of successor liability on a third
    party.
    The Plan and Fund disagree, pointing out that the debtors have
    always had the right to challenge their monthly and annual Coal Act
    assessments, and that the purchasers of their assets can bring similar
    challenges if joint and several liability is imposed upon them for the
    debtors' Coal Act obligations. See, e.g., 
    26 U.S.C. § 9706
    (f) (stating
    that an operator may ask the Commissioner of Social Security to
    review the assignment of a beneficiary to it). The Plan and Fund have
    misapprehended the nature of the orders sought by the debtors. The
    debtors have not disputed their own Coal Act liabilities; instead, they
    require a determination of whether, in an attempt to generate funds
    with which to pay at least a portion of their obligations to the Plan,
    the Fund, and their other creditors, they can sell their assets free and
    clear of those liabilities.
    We therefore find that the district courts had jurisdiction to reach
    the merits of the debtors' motions to sell their assets free and clear of
    their Coal Act obligations and had the authority to provide the neces-
    sary relief.
    IV.
    The Coal Act imposes liability for Plan premiums upon "last signa-
    tory operators" and their "related persons" and "successors in inter-
    22
    est." 
    26 U.S.C. §§ 9711
    (g)(1), 9712(d). The Act imposes liability for
    Fund premiums upon "assigned operators" and their "related persons"
    and "successors in interest." Id.§§ 9701(c)(2), 9704(a). The Act does
    not define the phrase "successor in interest."
    The courts below determined that the purchasers of Appellees'
    assets would not be Appellees' successors in interest within the mean-
    ing of the Act.14 We need not and do not now resolve the matter, hav-
    ing concluded that, even if Royal Scot would be, and Green Valley
    is, a successor in interest,15 the Bankruptcy Court may extinguish
    Coal Act successor liability pursuant to 11 U.S.C.§ 363(f)(5).
    _________________________________________________________________
    14 They reached that conclusion by reasoning as follows. The Coal Act
    was enacted as an amendment to the Internal Revenue Code of 1986. See
    Pub. L. No. 102-486, 
    106 Stat. 2776
    , 3037. In the Code's implementing
    regulations, the term "successor in interest" is defined as "an acquiring
    corporation that succeeds to the tax attributes of an acquired corporation
    by means of a transaction subject to" another provision of the Code. 
    26 C.F.R. § 1.1503-2
    (c)(12). Purchasers of assets in bankruptcy do not
    always succeed to the tax attributes of the sellers. Consequently, the pur-
    chasers of Appellees' assets cannot be Appellees' successors in interest
    within the meaning of the Coal Act and so cannot be held liable for
    Appellees' Fund and Plan premiums.
    Though we note that the Code's implementing regulations contain sev-
    eral definitions of the phrase "successor in interest," see, e.g., 
    26 C.F.R. § 1.367
    (e)-1(c)(3)(vi)(B) (providing the definition that is to be applied
    when dealing with nonrecognition of gains under particular circum-
    stances); 
    id.
     § 7.367(b)-(12)(b) (providing the definition that is to be
    applied when dealing with particular kinds of exchanges between foreign
    and domestic corporations); id. § 301.6110-2(l) (providing the definition
    that is to be applied when dealing with public inspection of written deter-
    minations issued by the Internal Revenue Service), and though we note
    that section 1.1503-2(c)(12), the regulation relied upon by the district
    courts, provides the definition that is to be applied "for purposes of th[at]
    section"--a section dealing with dual consolidated losses, a matter hav-
    ing no apparent relevance to the issues raised in the cases at bar--we
    need not and do not here decide whether the district courts applied the
    definition contemplated by Congress.
    15 Should the successorship issue arise in a future case brought before
    us, we may then have to determine whether the last two words in the
    phrase "successor in interest" are meaningless or redundant.
    23
    Section 363(f)(5) states that a trustee may sell property free and
    clear of another entity's interest in that property if "such entity could
    be compelled, in a legal or equitable proceeding, to accept a money
    satisfaction of such interest." In Lady H, the District Court, ruling in
    the alternative, adopted the Bankruptcy Court's proposed finding that
    the Plan could be required to accept such satisfaction of its interest.
    The Plan has not appealed that aspect of the District Court's reason-
    ing, and we perceive no grounds for disturbing that ruling sua sponte.16
    Moreover, we find that the District Court's reasoning applies with
    equal force to the Fund's and Plan's objections to the Leckie
    Smokeless debtors' motion to sell, and so dispose of their appeal of
    the District Court's opinion in that case accordingly.
    The Plan and Fund have raised several objections to the conclusion
    we have reached. First, they have argued that Coal Act premiums are
    taxes and that liability for future, unassessed taxes cannot be extin-
    guished pursuant to a free and clear order. In support of that conten-
    tion, the Plan and Fund have cited LTV Steel Co. , 
    53 F.3d at 496-98
    ;
    Michigan Employment Sec. Comm'n v. Wolverine Radio Co. (In re
    Wolverine Radio Co.), 
    930 F.2d 1132
    , 1147-48 (6th Cir. 1991), cert.
    dismissed, 
    503 U.S. 978
     (1992); Holly's, Inc. v. City of Kentwood (In
    re Holly's, Inc.), 
    172 B.R. 545
    , 562 (Bankr. W.D. Mich. 1994); and
    In re Maley, 
    152 B.R. 789
    , 792 (Bankr. W.D.N.Y. 1992). While we
    agree that Coal Act premiums are taxes, we find no legal basis for
    Appellants' argument that, as a general matter, property cannot be
    sold to an unrelated third party free and clear of a debtor's future tax
    obligations. We have noted, in this regard, that the Code itself articu-
    lates no such restriction; that Congress has given no indication that
    bankruptcy courts cannot order property sold free and clear of inter-
    ests that Congress has itself created by statute; and that none of the
    four cases cited by Appellants supports their contention.17
    _________________________________________________________________
    16 With respect to the task of determining the amount of such satisfac-
    tion, for example, we have noted that bankruptcy courts may "estimate[ ]
    . . . any contingent or unliquidated claim, the fixing or liquidation of
    which, as the case may be, would unduly delay the administration of the
    case." 
    11 U.S.C. § 502
    (c)(1).
    17 In LTV Steel Co., the Second Circuit was asked to resolve two statu-
    tory issues: whether a debtor could itself be relieved of its Coal Act obli-
    24
    Second, the Plan and Fund have argued that they possess neither
    "claims" nor "interests in property" within the meaning of the Bank-
    ruptcy Code. We have rejected those contentions, supra.
    Third, the Plan and Fund have contended that, by allowing the
    Bankruptcy Court to order the sale of the debtors' assets free and
    clear of the debtors' Coal Act obligations, the District Court in Lady H
    has granted purchasers in bankruptcy settings a windfall: while such
    purchasers might have been liable for debtors' Coal Act obligations
    if the sales had not occurred in bankruptcy settings, they are permitted
    to escape those obligations if they insist that the debtors obtain free
    and clear orders.18 We reject that argument, finding that it is our duty
    to enforce the statutory scheme that Congress has erected.
    _________________________________________________________________
    gations due to the Fund's failure to file a timely proof of claim, where
    the debtor had filed for bankruptcy relief six years before the Coal Act
    was enacted, and whether Coal Act premiums are taxes and therefore
    entitled to administrative priority pursuant to 
    11 U.S.C. § 503
    (b)(1)(B).
    See 
    53 F.3d at 496-98
    . The case in no way dealt with whether Coal Act
    successor liability may be extinguished pursuant to section 363(f).
    In Wolverine Radio Co., the Sixth Circuit was asked to determine
    whether the Michigan Employment Security Commission could apply
    the debtor's tax rating to the debtor's successor despite the fact that a
    free and clear order had been entered. See 
    930 F.2d at 1134-35
    . The court
    held that it could, finding that the tax rating was not an "interest in prop-
    erty" within the meaning of section 363(f), 
    id. at 1146-47
    ; that none of
    the five conditions under which a free and clear order may be issued had
    been met with respect to the tax rating, 
    id.
     at 1147 n.24; and that the suc-
    cessor's tax liability arose only as a result of its own post-petition
    employment of workers, 
    id. at 1149
    . The instant cases are distinguishable
    on each of those three grounds.
    The decisions in Holly's, Inc. and In re Maley are far afield from the
    issues raised in the cases at bar. In those cases, the bankruptcy courts
    merely held that they lacked subject matter jurisdiction to determine the
    debtors' post-petition tax liabilities. See Holly's, Inc., 
    172 B.R. at 562
    ;
    In re Maley, 
    152 B.R. at 791-92
    . In the cases at bar, the debtors have not
    challenged their own Coal Act liabilities.
    18 That argument rests, of course, upon the assumption that an entity
    becomes a coal operator's successor in interest merely by purchasing its
    assets. Again, we here express no opinion concerning that matter.
    25
    Finally, the Plan and Fund have argued that, by allowing bank-
    ruptcy courts to declare that the purchasers of coal operators' assets
    take those assets free and clear of the operators' Coal Act obligations,
    the District Court in Lady H has set the stage for the same kind of
    funding crisis that prompted the enactment of the Coal Act. Though
    we are cognizant of the Plan's and Fund's concerns, we find their
    argument insufficiently persuasive to disturb the statutory scheme as
    we have found it. First, the Plan's and Fund's concerns are probably
    most appropriately addressed to Congress. Second, it might very well
    be that, at least in circumstances such as those presented in the cases
    at bar, a rule permitting the issuance of free and clear orders protects
    the Fund's and Plan's interests more effectively than a contrary rule.
    In Leckie Smokeless, for example, the Bankruptcy Court found that
    $1.9 million represented a fair and reasonable price for the debtors'
    assets; the debtors' accrued Coal Act obligations, though, stand at
    about $7 million. If a free and clear order could not be issued, the
    assets would almost inevitably have to be sold piecemeal, thereby
    generating fewer funds with which to satisfy the claims of the Fund,
    the Plan, and the debtors' other creditors.
    We have reviewed Appellants' remaining arguments and find them
    to be equally without merit.
    V.
    For the foregoing reasons, we sustain the district courts' decisions
    to overrule the Plan's and Fund's objections to the sale of Appellees'
    assets free and clear of Appellees' Coal Act obligations.
    AFFIRMED
    26
    

Document Info

Docket Number: 96-1708, 96-1849, 96-1739 and 96-1850

Citation Numbers: 99 F.3d 573, 36 Collier Bankr. Cas. 2d 1693, 20 Employee Benefits Cas. (BNA) 2103, 78 A.F.T.R.2d (RIA) 7021, 1996 U.S. App. LEXIS 27932

Judges: Murnaghan, Ervin, Phillips

Filed Date: 10/29/1996

Precedential Status: Precedential

Modified Date: 10/19/2024

Authorities (26)

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Donald E. Williams, Commissioner, Department of Motor ... , 925 F.2d 741 ( 1991 )

Enochs v. Williams Packing & Navigation Co. , 82 S. Ct. 1125 ( 1962 )

Alexander v. "Americans United" Inc. , 94 S. Ct. 2053 ( 1974 )

In Re Maley , 1992 Bankr. LEXIS 2575 ( 1992 )

Fairchild Aircraft Inc. v. Cambell (In Re Fairchild ... , 1995 Bankr. LEXIS 1056 ( 1995 )

P.K.R. Convalescent Centers, Inc. v. Commonwealth, ... , 1995 Bankr. LEXIS 1772 ( 1995 )

WBQ Partnership v. Commonwealth Department of Medical ... , 34 Collier Bankr. Cas. 2d 674 ( 1995 )

Holly's, Inc. v. City of Kentwood (In Re Holly's, Inc.) , 1994 Bankr. LEXIS 1589 ( 1994 )

City of New York v. Feiring , 61 S. Ct. 1028 ( 1941 )

in-re-john-everett-hutchinson-and-ruth-laura-davis-hutchinson-aka , 5 F.3d 750 ( 1993 )

charter-federal-savings-bank-v-office-of-thrift-supervision-director-in , 976 F.2d 203 ( 1992 )

In Re Jeffrey Rosenfeld, Debtor. River Place East Housing ... , 23 F.3d 833 ( 1994 )

in-re-wolverine-radio-company-debtor-michigan-employment-security , 930 F.2d 1132 ( 1991 )

Tomlinson v. Smith , 128 F.2d 808 ( 1942 )

Bruce Perlowin v. Michael D. Sassi, District Director of ... , 711 F.2d 910 ( 1983 )

Lujan v. Defenders of Wildlife , 112 S. Ct. 2130 ( 1992 )

in-re-chateaugay-corporation-reomar-inc-ltv-corporation-debtors-ltv , 53 F.3d 478 ( 1995 )

Investment Annuity, Inc. v. W. Michael Blumenthal as ... , 609 F.2d 1 ( 1979 )

Ernst & Young v. Depositors Economic Protection Corp. , 45 F.3d 530 ( 1995 )

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