United Mine Workers of America 1992 Benefit Plan v. Leckie Smokeless Coal Co.

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