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Section 502(b)(6) establishes an arbitrary limitation on the amount of a landlord’s claim in a tenant bankruptcy case, ordinarily one year’s rent (the “landlord’s cap”).
Case law, supported by the legislative history of the Bankruptcy Code, provides that any security deposit held by the landlord must be applied against the landlord’s cap, reducing or eliminating the landlord’s claim against the bankruptcy estate. 1988) (guarantor obligation not affected by tenant’s bankruptcy and its invocation of §502(b)(6)); In re Empire Knitting Mills Inc., 123 B.
The Fifth Circuit suggested that the landlord’s cap should not be interpreted as an avoidance right but concluded that the landlord’s cap was not applicable to a draw on a letter of credit where the landlord does not file a proof of claim. 23 It should be noted that the Ninth Circuit expressly held open the possibility that it would adopt Judge Klein’s analysis.
Four Analytical Approaches These decisions present four very different analyses for determining the interaction between the landlord’s cap and letter-of-credit proceeds: two formal, two substantive. One formal approach, adopted explicitly by the Third Circuit is to look to the description of the letter of credit in the lease; if it is referred to as a “security deposit,” it will be applied against the landlord’s cap. A similarly formal approach was adopted by the Fifth Circuit: If the landlord files a proof of claim, the landlord’s cap applies; if the landlord does not file a proof of claim, the bankruptcy process does not interact with the landlord or the letter of credit.
the Ninth Circuit tersely held that the proceeds of a letter of credit reduce the landlord’s cap where the letter of credit is supported by a pledged certificate of deposit in equivalent amount. The foregoing figures are preliminary estimates only. has requested that the Bankruptcy Court set a final record date that is forty (40) days after entry of an order approving the Motion.The record date will be utilized for the purpose of determining the identity of shareholders for all distributions under the Plan.After canvassing the conflicting positions, the Third Circuit explained that it was “not inclined to disturb the rationale” of Oldden—that is, it was inclined to treat letters of credit in the same manner as security deposits—but concluded that it “need not decide the underlying question because it is clear the parties intended the letter of credit to operate as a security deposit,” and so, like a cash security deposit, the proceeds of the letter of credit must be treated as reducing the landlord’s cap. the Ninth Circuit BAP focused on the fact that the tenant had obtained the letter of credit for the landlord by pledging a certificate of deposit in an identical amount as collateral for its reimbursement obligation to the issuing bank. 25 Judge’s Klein’s analysis is a concurrence rather than a dissent because the letter of credit at issue in Mayan Networks peculiarly required the landlord to receive, hold and apply the proceeds of the letter of credit as though they were a security deposit. 27 The “seamless web” that Judge Klein articulates so well seems to collapse at this point through legislative fiat.
Many years later, the tenant filed bankruptcy, proposing to pay the landlord’s allowed claim in full after application of the landlord’s cap.