U.S. v. Ron Pair Enterprises
489 U.S. 235 (1989)

Annotate this Case

U.S. Supreme Court

U.S. v. Ron Pair Enterprises, 489 U.S. 235 (1989)

United States v. Ron Pair Enterprises, Inc.

No. 87-1043

Argued October 31, 1988

Decided February 22, 1989

489 U.S. 235

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR

THE SIXTH CIRCUIT

Syllabus

After respondent filed a petition under Chapter 11 of the Bankruptcy Code of 1978 (Code), the Government filed proof of a prepetition claim for unpaid withholding and social security taxes, penalties, and prepetition interest. The claim was perfected through a tax lien on property owned by respondent. Respondent's ensuing reorganization plan provided for full payment of the claim, but did not provide for post-petition interest. The Government objected, contending that § 506(b) of the Code -- which allows the holder of an oversecured claim to recover, in addition to the prepetition amount of the claim, "interest on such claim, and any reasonable fees, costs, or charges provided for under the agreement under which such claim arose" -- allowed recovery of post-petition interest, since the property securing its claim had a value greater than the amount of the principal debt. The Bankruptcy Court overruled this objection, but the District Court reversed. The Court of Appeals reversed the District Court, holding that § 506(b) codified the pre-Code standard that allowed post-petition interest on an oversecured claim only where the lien on the claim was consensual in nature.

Held: Section 506(b) entitles a creditor to receive post-petition interest on a nonconsensual oversecured claim allowed in a bankruptcy proceeding. Pp. 489 U. S. 238-249.

(a) The natural reading of the phrase in § 506(b) that

"there shall be allowed to the holder of such claim, interest on such claim, and any reasonable fees, costs, or charges provided for under the agreement under which such claim arose"

entitles the holder of an oversecured claim to post-petition interest and, in addition, the holder of a secured claim pursuant to an agreement the right to the specified fees, costs, and charges. Recovery of post-petition interest is unqualified, whereas recovery of those fees, costs, and charges is allowed only if they are reasonable and provided for in the agreement under which the claim arose. Therefore, in the absence of an agreement, post-petition interest is the only added recovery available. This reading of § 506(b) is also mandated by its grammatical structure. Since the phrase "interest on such claim" is set aside by commas, and separated from the reference to fees, costs, and charges by the conjunctive words "and any," that phrase stands independent of the language that follows. Pp. 489 U. S. 241-242.

Page 489 U. S. 236

(b) Allowing post-petition interest on nonconsensual oversecured liens does not contravene the intent of the Code's framers, nor does it conflict with any other section of the Code or any important state or federal interest. The legislative history does not suggest a contrary view. Pp. 489 U. S. 242-243.

(c) There is no significant reason why Congress would have intended, or any policy reason would compel, that consensual and nonconsensual liens be treated differently in allowing post-petition interest. Section 506(b)'s language clearly directs that post-petition interest be paid on all oversecured claims. Midlantic National Bank v. New Jersey Dept. of Environmental Protection,474 U. S. 494, and Kelly v. Robinson,479 U. S. 36, distinguished. Pp. 489 U. S. 243-246.

(d) The pre-Code practice of denying post-petition interest to holders of nonconsensual liens, while allowing it to holders of consensual liens, was an exception to the exception for oversecured claims from the rule that the running of interest ceased when a bankruptcy petition was filed, and was recognized by only a few courts and often depended on particular circumstances. The fact that this Court has never clearly acknowledged or relied upon the refusal of some Courts of Appeals to apply the oversecured claim exception to an oversecured federal tax claim counsels against concluding that such limitation was well recognized. Also arguing against considering this limitation a clear rule are the facts that all cases that limited the exception were tax-lien cases, that the "rule" has never been extended to other forms of nonconsensual liens, and that, in the few cases where it was recognized, it was only a guide to the bankruptcy trustee's exercise of his powers in the particular circumstances of the case. Pp. 489 U. S. 246-249.

828 F.2d 367, reversed.

BLACKMUN, J., delivered the opinion of the Court, in which REHNQUIST, C.J., and WHITE, SCALIA, and KENNEDY, JJ., joined. O'CONNOR, J., filed a dissenting opinion, in which BRENNAN, MARSHALL, and STEVENS, JJ., joined, post, p. 489 U. S. 249

Page 489 U. S. 237

JUSTICE BLACKMUN delivered the opinion of the Court.

In this case, we must decide the narrow statutory issue whether § 506(b) of the Bankruptcy Code of 1978, 11 U.S.C. § 506(b) (1982 ed., Supp. IV), entitles a creditor to receive post-petition interest on a nonconsensual oversecured claim allowed in a bankruptcy proceeding. We conclude that it does, and we therefore reverse the judgment of the Court of Appeals.

I

Respondent Ron Pair Enterprises, Inc., filed a petition for reorganization under Chapter 11 of the Bankruptcy Code on May 1, 1984, in the United States Bankruptcy Court for the Eastern District of Michigan. The Government filed timely proof of a prepetition claim of $52,277.93, comprised of assessments for unpaid withholding and Social Security taxes, penalties, and prepetition interest. The claim was perfected through a tax lien on property owned by respondent. Respondent's First Amended Plan of Reorganization, filed October 1, 1985, provided for full payment of the prepetition claim, but did not provide for post-petition interest on that claim. The Government filed a timely objection, claiming that § 506(b) allowed recovery of post-petition interest, since the property securing the claim had a value greater than the' amount of the principal debt. At the Bankruptcy Court hearing, the parties stipulated that the claim was oversecured, but the court subsequently overruled the Government's objection. The Government appealed to the United States District Court for the Eastern District of Michigan. That court reversed the Bankruptcy Court's judgment, concluding that the plain language of § 506(b) entitled the Government to post-petition interest.

The United States Court of Appeals for the Sixth Circuit, in its turn, reversed the District Court. 828 F.2d 367 (1987). While not directly ruling that the language of § 506(b) was ambiguous, the court reasoned that reference to pre-Code law was appropriate "in order to better understand

Page 489 U. S. 238

the context in which the provision was drafted and therefore the language itself." Id. at 370. The court went on to note that, under pre-Code law, the general rule was that post-petition interest on an oversecured prepetition claim was allowable only where the lien was consensual in nature. In light of this practice, and of the lack of any legislative history evincing an intent to change the standard, the court held that § 506(b) codified the preexisting standard, and that post-petition interest was allowable only on consensual claims. Because this result was in direct conflict with the view of the Court of Appeals for the Fourth Circuit, see Best Repair Co. v. United States, 789 F.2d 1080 (CA4 1986), and with the views of other courts, [Footnote 1] we granted certiorari, 485 U.S. 958 (1988), to resolve the conflict.

II

Section 506, [Footnote 2] enacted as part of the extensive 1978 revision of the bankruptcy laws, governs the definition and treatment

Page 489 U. S. 239

of secured claims, i.e., claims by creditors against the estate that are secured by a lien on property in which the estate has an interest. Subsection (a) of § 606 provides that a claim is secured only to the extent of the value of the property on which the lien is fixed; the remainder of that claim is considered unsecured. [Footnote 3] Subsection (b) is concerned specifically with oversecured claims, that is, any claim that is for an amount less than the value of the property securing it. Thus, if a $50,000 claim were secured by a lien on property having a value of $75,000, the claim would be oversecured, provided the trustee's costs of preserving or disposing of the property were less than $25,000. Section 506(b) allows a

Page 489 U. S. 240

holder of an oversecured claim to recover, in addition to the prepetition amount of the claim, "interest on such claim, and any reasonable fees, costs, or charges provided for under the agreement under which such claim arose."

The question before us today arises because there are two types of secured claims: (1) voluntary (or consensual) secured claims, each created by agreement between the debtor and the creditor and called a "security interest" by the Code, 11 U.S.C. § 101(45) (1982 ed., Supp. IV), and (2) involuntary secured claims, such as a judicial or statutory lien, see 11 U.S.C. §§ 101(32) and (47) (1982 ed., Supp. IV), which are fixed by operation of law and do not require the consent of the debtor. The claim against respondent's estate was of this latter kind. Prior to the passage of the 1978 Code, some Courts of Appeals drew a distinction between the two types for purposes of determining post-petition interest. The question we must answer is whether the 1978 Code recognizes and enforces this distinction, or whether Congress intended that all oversecured claims be treated the same way for purposes of post-petition interest.

III

Initially, it is worth recalling that Congress worked on the formulation of the Code for nearly a decade. It was intended to modernize the bankruptcy laws, see H.R.Rep. No. 95-595, p. 3 (1977) (Report), and as a result made significant changes in both the substantive and procedural laws of bankruptcy. See Northern Pipeline Construction Co. v. Marathon Pipe Line Co.,458 U. S. 50, 458 U. S. 52-53 (1982) (plurality opinion). In particular, Congress intended "significant changes from current law in . . . the treatment of secured creditors and secured claims." Report, at 180. In such a substantial overhaul of the system, it is not appropriate or realistic to expect Congress to have explained with particularity each step it took. Rather, as long as the statutory scheme is coherent and consistent, there generally is no

Page 489 U. S. 241

need for a court to inquire beyond the plain language of the statute.

A

The task of resolving the dispute over the meaning of § 506(b) begins where all such inquiries must begin: with the language of the statute itself. Landreth Timber Co. v. Landreth,471 U. S. 681, 471 U. S. 685 (1985). In this case, it is also where the inquiry should end, for where, as here, the statute's language is plain, "the sole function of the courts is to enforce it according to its terms." Caminetti v. United States,242 U. S. 470, 242 U. S. 485 (1917). The language before us expresses Congress' intent -- that post-petition interest be available -- with sufficient precision so that reference to legislative history and to pre-Code practice is hardly necessary.

The relevant phrase in § 506(b) is:

"[T]here shall be allowed to the holder of such claim, interest on such claim, and any reasonable fees, costs, or charges provided for under the agreement under which such claim arose."

"Such claim" refers to an oversecured claim. The natural reading of the phrase entitles the holder of an oversecured claim to post-petition interest and, in addition, gives one having a secured claim created pursuant to an agreement the right to reasonable fees, costs, and charges provided for in that agreement. Recovery of post-petition interest is unqualified. Recovery of fees, costs, and charges, however, is allowed only if they are reasonable and provided for in the agreement under which the claim arose. Therefore, in the absence of an agreement, post-petition interest is the only added recovery available.

This reading is also mandated by the grammatical structure of the statute. The phrase "interest on such claim" is set aside by commas, and separated from the reference to fees, costs, and charges by the conjunctive words "and any." As a result, the phrase "interest on such claim" stands independent of the language that follows. "[I]nterest on such claim" is not part of the list made up of "fees, costs, or

Page 489 U. S. 242

charges," nor is it joined to the following clause so that the final "provided for under the agreement" modifies it as well. See Best Repair Co. v. United States, 789 F.2d at 1082. The language and punctuation Congress used cannot be read in any other way. [Footnote 4] By the plain language of the statute, the two types of recovery are distinct. [Footnote 5]

B

The plain meaning of legislation should be conclusive, except in the

"rare cases [in which] the literal application of a statute will produce a result demonstrably at odds with the intentions of its drafters."

Griffin v. Oceanic Contractors, Inc.,458 U. S. 564, 458 U. S. 571 (1982). In such cases, the intention of the drafters, rather than the strict language, controls. Ibid. It is clear that allowing post-petition interest on

Page 489 U. S. 243

nonconsensual oversecured liens does not contravene the intent of the framers of the Code. Allowing such interest does not conflict with any other section of the Code, or with any important state or federal interest, nor is a contrary view suggested by the legislative history. [Footnote 6] Respondent has not articulated, nor can we discern, any significant reason why Congress would have intended, or any policy reason would compel, that the two types of secured claims be treated differently in allowing post-petition interest.

C

Respondent urges that pre-Code practice drew a distinction between consensual and nonconsensual liens for the purpose of determining entitlement to post-petition interest, and that Congress' failure to repudiate that distinction requires us to enforce it. It is respondent's view, as it was the view of the Court of Appeals, that Midlantic National Bank v. New Jersey Dept. of Environmental Protection,474 U. S. 494 (1986), and Kelly v. Robinson,479 U. S. 36 (1986), so require. We disagree.

In Midlantic, we held that § 554(a) of the Code, 11 U.S.C. § 554(a), which provides that "the trustee may abandon any property of the estate that is burdensome to the estate," does not give a trustee the authority to violate state health and safety laws by abandoning property containing hazardous wastes. 474 U.S. at 474 U. S. 507. In reaching that conclusion, we noted that, according to pre-Code doctrine, the trustee's authority

Page 489 U. S. 244

to dispose of property could be limited in order "to protect legitimate state or federal interests." Id. at 474 U. S. 500. But we did not rest solely, or even primarily, on a presumption of continuity with pre-Code practice. Rather, we concluded that a contrary result would render abandonment doctrine inconsistent with other provisions of the Code itself, which embody the principle that "the trustee is not to have carte blanche to ignore nonbankruptcy law." Id. at 474 U. S. 502. We also recognized that the outcome sought would be not only a departure from pre-Code practice, but also "an extraordinary exemption from nonbankruptcy law," id. at 474 U. S. 501, requiring some clearer expression of congressional intent. We relied as well on Congress' repeated emphasis in environmental legislation "on its goal of protecting the environment against toxic pollution.'" Id. at 474 U. S. 505, quoting Chemical Manufacturers Assn. v. Natural Resources Defense Council, Inc.,470 U. S. 116, 470 U. S. 143 (1985). To put it simply, we looked to pre-Code practice for interpretive assistance, because it appeared that a literal application of the statute would be "demonstrably at odds with the intentions of its drafters." Griffin v. Oceanic Contractors, Inc., 458 U.S. at 458 U. S. 571.

A similar issue presented itself in Kelly v. Robinson, supra, where we held that a restitution obligation, imposed as part of a state criminal sentence, was not dischargeable in bankruptcy. We reached this conclusion by interpreting § 523(a)(7) of the Code, [Footnote 7] 11 U.S.C. § 523(a)(7), as "preserv[ing] from discharge any condition a state criminal court imposes as part of a criminal sentence." 479 U.S. at 479 U. S. 50. We noted that the Code provision was "subject to interpretation," ibid., and considered both legislative history and pre-Code practice in aid of that interpretation. But in determining

Page 489 U. S. 245

that Congress had not intended to depart from pre-Code practice in this regard, we did not rely on a pale presumption to that effect. We concluded that the pre-Code practice had been animated by "a deep conviction that federal bankruptcy courts should not invalidate the results of state criminal proceedings," id. at 479 U. S. 47, which has its source in the basis principle of our federalism that

"the States' interest in administering their criminal justice systems free from federal interference is one of the most powerful of the considerations that should influence a court considering equitable types of relief."

Id. at 479 U. S. 49. In Kelly, as in Midlantic, pre-Code practice was significant because it reflected policy considerations of great longevity and importance. [Footnote 8]

Kelly and Midlantic make clear that, in an appropriate case, a court must determine whether Congress has expressed an intent to change the interpretation of a judicially created concept in enacting the Code. But Midlantic and Kelly suggest that there are limits to what may constitute an appropriate case. Both decisions concerned statutory language which, at least to some degree, was open to interpretation. Each involved a situation where bankruptcy law, under the proposed interpretation, was in clear conflict with state or federal laws of great importance. In the present case, in contrast, the language in question is clearer than the language at issue in Midlantic and Kelly: as written it directs that post-petition interest be paid on all oversecured claims. In addition, this natural interpretation of the statutory language does not conflict with any significant state or federal interest, nor with any other aspect of the Code. Although the payment of post-petition interest is arguably somewhat in tension with the desirability of paying all creditors as uniformly

Page 489 U. S. 246

as practicable, Congress expressly chose to create that alleged tension. There is no reason to suspect that Congress did not mean what the language of the statute says.

D

But even if we saw the need to turn to pre-Code practice in this case, it would be of little assistance. The practice of denying post-petition interest to the holders of nonconsensual liens, while allowing it to holders of consensual liens, was an exception to an exception, recognized by only a few courts and often dependent on particular circumstances. It was certainly not the type of "rule" that we assume Congress was aware of when enacting the Code; nor was it of such significance that Congress would have taken steps other than enacting statutory language to the contrary.

There was, indeed, a pre-Code rule that the running of interest ceased when a bankruptcy petition was filed. See Sexton v. Dreyfus,219 U. S. 339, 219 U. S. 344 (1911). Two exceptions to this rule had been recognized under pre-Code practice. The first allowed post-petition interest when the debtor ultimately proved to be solvent; the second allowed dividends and interest earned by securities held by the creditor as collateral to be applied to post-petition interest. See City of New York v. Saper,336 U. S. 328, 336 U. S. 330, n. 7 (1949). Neither of these exceptions would be relevant to this case. A third exception was of more doubtful provenance: an exception for oversecured claims. At least one Court of Appeals refused to apply this exception, United States v. Harrington, 269 F.2d 719, 722 (CA4 1959), and there was some uncertainty among courts which did recognize it as to whether this Court ever had done so. United States v. Bass, 271 F.2d 129, 131, n. 3 (CA9 1959); but see Vanston Bondholders Protective Committee v. Green,329 U. S. 156, 329 U. S. 159 (1946).

What is at issue in this case is not the oversecured claim exception per se, but an exception to that exception. Several Courts of Appeals refused to apply the oversecured

Page 489 U. S. 247

claim exception to an oversecured federal tax claim. See United States v. Harrington, 269 F.2d at 722-723 (holding that, even if there were a general exception for oversecured claims, it would not apply to tax liens); United States v. Bass, 271 F.2d at 132; In re Kerber Packing Co., 276 F.2d 245, 247-248 (CA7 1960); see also In re Boston and Maine Corp., 719 F.2d 493, 496 (CA1 1983) (municipal property tax claim), cert. denied sub nom. City of Cambridge v. Meserve, 466 U.S. 938 (1984). But see In re Parchem, 166 F.Supp. 724, 730 (Minn.) (allowing post-petition interest on tax claim), appeal dism'd upon stipulation, 261 F.2d 839 (CA8 1958); In re Ross Nursing Home, 2 B.R. 496, 499-500 (Bkrtcy., EDNY 1980) (same). It is this refusal to apply the exception that the Court of Appeals thought constituted a well-established judicially created rule.

The fact that this Court never clearly has acknowledged or relied upon this limitation on the oversecured claim exception counsels against concluding that the limitation was well-recognized. Also arguing against considering this limitation a clear rule is the fact that all the cases that limited the third exception were tax lien cases. Each gave weight to City of New York v. Saper, supra, where this Court had ruled that post-petition interest was not available on unsecured tax claims, and reasoned that the broad language of that case denied it for all tax claims. See United States v. Harrington, 269 F.2d at 721-722; United States v. Bass, 271 F.2d at 132; In re Kerber Packing Co., 276 F.2d at 247. [Footnote 9] The rule

Page 489 U. S. 248

articulated in these cases never was extended to other forms of nonconsensual liens. Obviously, there is no way to read § 506(b) as allowing post-petition interest on all oversecured claims except claims based on unpaid taxes. For this reason, the statute Congress wrote is simply not subject to a reading that would harmonize it with the supposed pre-Code rule.

More importantly, this "rule," in the few cases where it was recognized, was only a guide to the trustee's exercise of his powers in the particular circumstances of the case. We have noted that

"the touchstone of each decision on allowance of interest in bankruptcy . . . has been a balance of equities between creditor and creditor or between creditors and the debtor."

Vanston Bondholders Protective Committee v. Green, 329 U.S. at 329 U. S. 165. All the exceptions to the denial of post-petition interest

"are not rigid doctrinal categories. Rather, they are flexible guidelines which have been developed by the courts in the exercise of their equitable powers in insolvency proceedings."

In re Boston and Maine Corp., 719 F.2d at 496. None of the cases cited by the Court of Appeals states that the doctrine does anything more than provide a bankruptcy court with guidance in the exercise of its equitable powers. As such, there is no reason to think that Congress, in enacting a contrary standard, would have felt the need expressly to repudiate it. The contrary view, which is the view we adopt today, is more consistent with Congress' stated intent, in enacting the Code, to

"codif[y] creditors' rights more clearly than the case law . . . [by] defin[ing] the protections to which a secured creditor is entitled, and the means through which the court may grant that protection."

Report at 4-5 (emphasis added). Whether or

Page 489 U. S. 249

not Congress took notice of the pre-Code standard, it acted with sufficient clarity in enacting the statute.

The judgment of the Court of Appeals is reversed.

It is so ordered.

[Footnote 1]

Most bankruptcy courts interpreting § 506(b) have permitted the holder of an oversecured claim to recover post-petition interest. These courts have considered both state and federal tax liens, see, e.g., In re Brandenburg, 71 B.R. 719 (SD 1987); In re Busone, 71 B.R. 201 (EDNY 1987); In re Gilliland, 67 B.R. 410 (ND Tex.1986); In re Hoffman, 28 B.R. 503 (Md.1983), and private nonconsensual liens, such as judicial and mechanic's liens, see, e.g., In re Charter Co., 63 B.R. 568 (MD Fla.1986); In re Romano, 51 B.R. 813 (MD Fla.1985); In re Morrissey, 37 B.R. 571 (ED Va.1984). One other Court of Appeals and a leading commentator have taken the position that § 506(b) codifies pre-Code law, and distinguishes between consensual and nonconsensual liens in determining the allowance of post-petition interest. See In re Newbury Cafe, Inc., 841 F.2d 20 (CA1 1988), cert. pending, No. 87-1784; 3 Collier on Bankruptcy

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