RALPH B. KIRSCHER, Bankruptcy Judge.
In this jointly administered Chapter 11 case
This Court has jurisdiction of these jointly administered Chapter 11 cases under 28 U.S.C. § 1334(a). Allowance or disallowance of claims against the estate are core proceedings under 28 U.S.C. § 157(b)(2)(B). This Memorandum includes the Court's findings of fact and conclusions of law pursuant to F.R.B.P. 7052.
BELLC custom designs and builds machinery for testing electric motors and rotating machinery since its founding in 2002. Burgi testified that, prior to their dispute, REC and BELLC owned interests in each other and were mutual customers, and their owners were friends. REC outsourced its engineering to and bought services from BELLC, and BELLC was REC's largest customer for its electric motors.
A dispute arose between BELLC and REC over ownership of data and intellectual property ("IP"). REC served BELLC with papers terminating their relationship and threatened litigation over the ownership of IP. Litigation between the parties commenced in forums in California and Montana. REC sued BELLC for turnover of the IP, breach of contract, and specific performance. BELLC countersued over ownership and for breach of fiduciary duty. The parties each were represented by attorneys based in Los Angeles, California. Ex. 3.
After an adverse decision against BELLC in the California litigation, the parties commenced in settlement negotiations, which lasted several days to almost a month. Kramer testified that he was present during the negotiations. Burgi testified that the parties did not discuss "actual damages" in their negotiations, but eventually they arrived at a "Settlement Agreement," Ex. 1, which was signed by parties including BELLC and REC.
The Settlement Agreement, Ex. 1, provides in pertinent part under "Recitals":
(Emphasis added).
The "Agreement" portion of Ex. 1 after the Recitals provides in pertinent part:
Ex. 1.
Bugni testified that there was no discussion between BELLC and REC about "actual damages" in their negotiation of Ex. 1. When asked on direct examination about the $600,000 difference between the $1 million indebtedness in paragraph 3 of Ex. 1 and the $400,000 "discounted total payment" which REC agreed to accept, Bugni testified that the $600,000 was an "incentive" for payment.
Kramer testified that the $600,000 discount from the $1 million Judgment amount provided under paragraphs 3 and 4 was available if and only if the payments were made timely. Kramer explained that REC gave up its chance to be awarded more than $1 million in damages by settling the California litigation, and that REC wanted paragraphs 3 and 4 included in Ex. 1 to make sure that there was "no doubt in anyone's mind" about the payment due dates in order for BELLC to qualify for the $400,000 discounted total payment.
Paragraph 7 of Ex. 1 consists of BELLC's assignment of its interest in a patent to REC. Next, paragraphs 8 and 9 of Ex. 1 provide for releases by the Reuland Entities of the Burgi Entities and for releases by the Burgi Entities of the Reuland Entities and Noel C. Rueland, of all claims against each other, with certain exceptions. Paragraph 8 conditions REC's release of Burgi with "
Paragraph 10 of Ex. 1 is a waiver by the parties to Ex. 1 of rights granted under California Civil Code Section 1542.
Paragraph 15 of Ex. 1 ("
The parties signed Ex. 1 on May 29, 2015. Their principles initialed each page of Ex. 1. Bugni testified that he first saw the Settlement Agreement approximately one week before BELLC signed Ex. 1. He testified that he read the agreement, and that he was aware of the payment schedule at paragraph 4 of Ex. 1.
The evidence shows that all three conditions subsequent of paragraph 15 were satisfied to put Ex. 1 into full effect. Burgi testified that BELLC paid REC the $150,000 payment within 1 day of the execution of Ex. 1. The Settlement Agreement was approved. The "Final Consent Judgment and Permanent Injunction" ("Judgment"), Ex. A, was entered on June 4, 2015, in accordance with the terms of Ex. 1 and attachments, by the United States District Court for the Central District of California, Case No. CV13-09499 SJO (Jcx). The Montana litigation was dismissed, and BELLC transferred a patent to REC as required by paragraph 7 of Ex. 1.
The Judgment, Ex. A, includes the following pertinent provisions:
Ex. A, pp. 3-4.
BELLC made the first $50,000 payment due under Ex. 1, paragraph 4b, in a timely manner. The second $50,000 payment was due on or before May 1, 2016, under paragraph 4c of Ex. 1. BELLC failed to make that payment by May 1, 2016. Bugni testified that BELLC's failure to make the $50,000 payment timely was inadvertent, and BELLC thought that payment was due on or before June 1, 2016. When BELLC discovered its mistake, Bugni testified, it sent REC the $50,000 immediately by wire transfer. Ex. 2 is the wire transfer request form of the $50,000, dated May 12, 2016. REC received the $50,000 wire transfer from BELLC and deposited it into an account where Kramer testified it remains segregated, and none of which has been spent.
On June 14, 2016, REC's attorneys sent BELLC's attorneys a "Demand for Payment," Ex. 3, of the sum of $752,070.04, plus interest, based upon the $1 million amount of the Judgment in Ex. A. Ex. 3 states that REC gave BELLC credit for $250,000 in payments and partial satisfaction, including the late $50,000 wire transfer of May 12, 2016. Bugni testified that, prior to receiving Ex. 3, BELLC had no knowledge that REC had not accepted the May 12, 2016, wire transfer as timely. He testified that REC did not call BELLC about the untimely $50,000 wire transfer before REC levied against BELLC's bank account.
REC obtained a writ of execution, which it served on BELLC's bank and levied on approximately $79,223.57 of BELLC's funds in collection of its Judgment. Kramer testified that the $79,223.57 levied from BELLC's account is being held in a segregated account, and none has been spent.
BELLC filed a Chapter 11 voluntary petition on July 28, 2016. A notice of commencement of the case was sent to creditors and other parties in interest. The Court fixed September 27, 2016, as the claims bar date. Debtor filed Schedules and subsequent amendments. Schedule F lists Reuland Electric as having an unsecured, nonpriority claim in the amount of $70,776.43 incurred in May 2015. The basis for the claim is stated as "Settlement Agreement/Judgment."
REC filed Proof of Claim No. 25 on September 23, 2016, asserting an unsecured, nonpriority claim in the amount of $685,377.29, and with the basis of the claim stated as "Settlement of a lawsuit." Attached to Proof of Claim No. 25 is a complete copy of BELLC's Ex. 1, the Settlement Agreement including attachments, and a certified copy of the Judgment — Ex. A. Also attached is an itemized calculation of the $685,377.29 amount of REC's claim, showing deductions from the $850,000 balance owed to reflect the payments made under paragraph 4 of Ex. 1 to date, including the late payment made on May 12, 2016, and a deduction for the levy against BELLC's bank account by REC on July 1, 2016.
Debtor filed an Objection to Proof of Claim No. 25 on September 29, 2016, and filed an amended Objection on October 26, 2016.
Debtor objects to Proof of Claim No. 25 on the grounds that BELLC's late payment was not a material breach because Ex. 1 does not provide that "time is of the essence" and does not describe or define what "timely" means and therefore Ex. 1 is ambiguous. Debtor argues that California law "abhors a forfeiture" and requires that forfeitures "are to be avoided at practically all costs," that REC is estopped from claiming a $600,000 late penalty under the default provisions of the Settlement Agreement because of its acceptance of the late payment, and because the $600,000 penalty is disproportionate to any damages suffered by REC and is an unenforceable liquidated penalty for a minor breach, citing Purcell v. Schweitzer, 224 Cal.App.4th 969, 974 (2014), and Greentree Financial Group, Inc. v. Execute Sports, Inc., 163 Cal.App.4th 495 (2008). Debtor argues that REC's acceptance of the May 12, 2016, payment constituted a waiver of any breach, citing Whitney Investment Company v. West View Development Company, 273 Cal.App.2d 594, 603 (1969), and precludes REC from declaring a forfeiture or default.
Debtor's Objection requests that REC's claim be set at either the sum of $0 based on REC's breach of the settlement agreement, or at $150,000 less any of the $79,223.57 which the Debtor is unable to recover as a preferential transfer. Debtor's brief requests that REC's claim be fixed in the amount of $69,294.33 plus any amount recovered as a result of the Debtor's adversary proceeding to recover preference.
REC contends that this Court lacks jurisdiction over the Judgment entered by the federal court in California; that the law of waiver is not applicable because nothing in Ex. 1 includes the words "breach" or "waiver" and this Court should not grant Debtor's request to rewrite the Settlement agreement; and that since BELLC failed to make the May 1, 2016, payment in a timely manner in strict compliance with Ex. 1, REC was entitled to the full amount of the Judgment. REC argues that, if one treats BELLC's untimely payment as a breach, it was clearly material under Ex. 1, paragraphs 3 and 4, because REC dismissed the Montana litigation and gave up the opportunity to win a greater recovery in the California litigation by settling. Thus, REC argues, BLLC lost its opportunity and the benefit of the discounted total payment under Ex. 1.
The law on objections and allowance of claims is well settled in the Ninth Circuit and this district. This Court discussed the applicable law governing the burden of proof for allowance of claims in In re Eiesland, 19 Mont. B.R. 194, 208-09 (Bankr. D. Mont. 2001):
The analysis under Lundell v. Anchor Construction Specialists was reiterated by the Ninth Circuit in In re Los Gatos Lodge, Inc., 278 F.3d 890, 894 (9
Applying this analysis in the instant case, the Court finds that REC's Proof of Claim No. 25 is filed in accordance with the Rules, and therefore it constitutes prima facie evidence of its validity and the $685,377.29 amount under Rule 3001(f). Proof of Claim No. 25 is accompanied by the Settlement Agreement, Ex. 1, a certified copy of the Judgment, Ex. A, and an itemized statement of the amount due, beginning with the same $850,000 amount as stated at paragraph 15 on page 4 of Ex. A, and giving BELLC credit for the two $50,000 payments received and the approximately $79,000 levied from BELLC's account.
The Debtor has the burden of going forward and bringing forth evidence to rebut the presumption of validity and amount of REC's Proof of Claim. Garvida, 347 B.R. at 706-07. This Court finds and concludes that the Debtor has failed to satisfy its burden of going forward.
Debtor's Ex. 1 is the same Settlement Agreement attached to Proof of Claim 25. Ex. 2 is the wire transfer request form showing that BELLC wired REC $50,000 on May 12, 2016. That is consistent with Burgi's testimony and with the amount due summary attached to Claim 25. Debtor's Ex. 3 is the demand letter dated June 14, 2016, sent by REC's attorneys to BELLC's attorneys. Ex. 3 at page 2 reflects the same two $50,000 payments made by BELLC to REC as are reflected on the amount due summary attached to Claim 25. Further, the $752,070.04 payment demanded on Ex. 3 is more or less consistent with the $752,011.10 balanced owed stated as of May 12, 2016, on the amount due summary attached to Claim 25, the only difference attributable to almost a month of additional daily interest accrued as of the date of Ex. 3. Ex. A is the Judgment, the form of which was attached to Ex. 1 and agreed to by the parties. Burgi testified that he was aware of Ex. 1, and had seen the payment schedule in paragraph 4. There is no other relevant evidence in the record.
In other words the Debtor failed to offer any evidence, either in the form of exhibits or witness testimony at trial, which shows facts tending to defeat REC's claim by probative force sufficient to rebut the prima facie evidence of the validity and amount of REC's Proof of Claim under Rule 3001(f). Garvida, 347 B.R. at 706-07; Holm, 931 F.2d at 623. Since the Debtor failed to offer evidence sufficient to rebut the presumption under Rule 3001(f), BELLC failed its burden of going forward and the burden does not shift back to REC to provide additional evidence to support its claim. Garvida, 347 B.R. at 707.
In fact, the amount of Proof of Claim No. 25 is consistent with the amounts discussed in Ex. 1, 3, and the Judgment — Ex. A. REC argues that this Court lacks jurisdiction over the Judgment entered in California. BELLC by its Objection asks the Court alternatively to disallow entirely or drastically reduce REC's claim, essentially by rewriting the Settlement Agreement.
District courts have jurisdiction to enforce complete settlement agreements. Doi v. Halekulani Corp., 276 F.3d 1131, 1138 (9
Thus, this Court has jurisdiction and power to enforce the Settlement Agreement, Ex. 1, in the context of this contested matter. Having offered no evidence at trial which rebutted the prima facie evidence of Proof of Claim No. 25, BELLC argues extensively about issues of California law including waiver, estoppel, forfeiture, penalty, equity, the lack of a "time is of the essence" clause in Ex. 1, and inequitable liquidated damages, all of which is attorney argument. Attorney argument is not admissible in evidence and therefore not relevant. Hurley v. Student Loan Acquisition Auth. of Ariz. (In re Hurley), 258 B.R. 15, 23 (Bankr. D. Mont. 2001) (An attorney's argument is not evidence); United States v. Velarde-Gomez, 224 F.3d 1062, 1073 (9th Cir. 2000); Exeter Bancorporation v. Kemper Sec. Grp., Inc., 58 F.3d 1306, 1312 n.5 (8
Assuming, arguendo, that this Court had found that Debtor satisfied its initial burden of going forward and the burden of ultimate persuasion had shifted to REC, the Court finds that the Debtor's arguments based on California state law are not persuasive. The parties argue about whether the district courts' denial of BELLC's motions for injunctive relief have preclusive effect. This Court does not reach those arguments, because in its view preclusion arises earlier from the entry of the final Judgment, Ex. A.
California law provides:
ZF Micro Devices, Inc. v. TAT Capital Partners, Ltd., 2016 WL 6520137, *6.
BELLC argues that a $600,000 "penalty" or "liquidated damages" should not be imposed against it under California law which disfavors forfeiture. However, Ex. 1 does not discuss or include the terms "penalty," "liquidated damages," "forfeiture," or "default," and does not discuss or mention a $600,000 figure.
Paragraph 4 of Ex. 1 ends with: "The full amount under the Judgment shall remain, at all times, as the outstanding obligation owing by BELLC to REC, until and unless satisfied as provided in paragraph 4." Paragraph 3 of Ex. 1 begins with: "BELLC shall be indebted to REC in the amount of One Million and 00/100 Dollars ($1,000,000.00) pursuant to the monetary award in the Judgment." "The term `debt' means liability on a claim." 11 U.S.C. § 101(12). "The term `claim' means — (A) right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured." 11 U.S.C. § 101(5)(A).
BELLC seeks to relitigate what constitutes REC's claim, which is based on the Judgment, Ex. A, when BELLC argues that it should be granted relief against forfeiture from REC's attempts to impose a $600,000 "penalty" or "liquidated damages," terms and the amount which are mentioned nowhere in Ex. 1 or Ex. A. The identical issue of what REC's claim consists was decided in the settlement of the California litigation. Paragraphs 14 and 15 on page 4 of Ex. A state that REC is entitled to recover breach of contract damages in the amount of $150,000, and as prevailing party REC is entitled to recover costs and attorneys' fees in the amount of $850,000. Ex. A. The sum total of those damages is the $1 million amount of the Judgment. BELLC paid REC the $150,000 in actual damages in accordance with paragraph 4a of Ex. 1. The $850,000 in costs and attorneys' fees awarded is the same amount as the initial amount due on the claim calculation page attached to Proof of Claim No. 25. BELLC's argument that a $600,000 "penalty" or "liquidated damages" exists, from which it should be protected under California law against forfeiture, is unsupported by any evidence in the record and is contradicted by paragraph 15 of Ex. A and the proposed judgment attached to BELLC's Ex. 1.
The second requirement for collateral estoppel is that the issue must have been actually litigated in the prior proceeding. The evidence shows this requirement is met. Burgi testified that a decision adverse to BELLC had been entered in the California litigation. The Judgment, Ex. A, provides at paragraph 7 on page 3 that "BELLC has been adjudicated to be in breach of the NDA/PRA." In paragraph 8, Ex. A states that "Judgment is hereby entered against BELLC and in favor of REC as to REC's breach of contract claim and its specific performance remedy." Paragraph 15 of Ex. A awarded REC $850,000 in costs and attorneys' fees as prevailing party under the parties' contract. Based on Burgi's testimony and Ex. A, the Court finds that the issue of the characterization of the $850,000 as costs and attorneys' fees, and the absence of a $600,000 "penalty," was actually litigated in the California litigation.
The third requirement for collateral estoppel is that the issue must have been necessarily decided in the former proceeding. The third requirement is present, because as the district court noted in paragraph 15 of the Judgment, Ex. A, REC was entitled to costs and attorneys fees for its breach of contract claim pursuant to the contract provisions. The court awarded REC $850,000 in costs and attorneys fees under that paragraph.
The fourth requirement is that the decision in the former proceeding must be final and on the merits. Paragraph 17 of the Judgment, Ex. A, states: "This is a final Judgment." There is no evidence in the record of a timely notice of appeal. Paragraphs 7 and 8 of Ex. A establish that the Judgment was entered against BELLC after adjudication that it was in breach of contract. The fourth requirement of collateral estoppel is satisfied.
The fifth requirement is the party against whom preclusion is sought must be the same as, or in privity with, the party to the former proceeding. The parties in the instant contested matters are the same parties reflected in Ex. 1 and A. All five threshold requirements for collateral estoppel under California law are present and satisfied. The Court therefore finds no merit in BELLC's attorney argument that BELLC should be protected against forfeiture from imposition of a $600,000 "penalty" or "liquidated damages" where neither the $600,000 figure nor the terms "penalty" or "liquidated damages" are found in Ex. 1, A, or anywhere else in the record. The $850,000 component of REC's $1 million Judgment amount and BELLC's "indebtedness" to REC was litigated and finally decided in the Judgment, Ex. A, and awarded as costs and attorneys fees.
Additionally, the public policies underlying the application of collateral estoppel/issue preclusion involve "preservation of the integrity of the judicial system, promotion of judicial economy, and protection of litigants from harassment by vexatious litigation." Lucido, 51 Cal. 3d at 1226-27. Application of collateral estoppel in this case promotes fairness to the parties and constitutes sound judicial policy by preventing increased fees and costs through continuing litigation and by reducing the use of scarce judicial resources.
BELLC next argues that the "forfeiture" REC seeks is extreme because it "is the loss of the Settlement Agreement which increases the amount to be paid by the DIP to Reuland by 150%." That argument mischaracterizes BELLC's own Ex. 1, which states at the beginning of paragraph 3 that BELLC's indebtedness to REC is $1 million and states at the end of paragraph 4: "The full amount under the Judgment shall remain, at all times, as the outstanding obligation owing by BELLC to REC, until and unless satisfied as provided in this paragraph 4. Ex. 1, p. 2.
REC argues that there is no forfeiture nor liquidated penalty, because Ex. 1 fixed BELLC's debt to REC at $1 million and BELLC failed to comply with the payment schedule required for the discounted amount. As a result, BELLC still owes the $1 million debt less credit for the payments. This Court agrees.
REC cites Jade Fashion & Co. v. Harkam Industries, Inc., 229 Cal.App.4th 635, 648-51 (2014), wherein the court rejected the argument that the loss of a discount was a forfeiture because the terms of the agreement provided that the amount of the discount was part of the amount stated as owed. The same circumstances are present in the record in the instant case. Ex. 1 and Ex. A expressly obligated BELLC to pay off $1 million in contract damages, costs and attorneys' fees, and BELLC was entitled to a $400,000 discounted total payment "if, and only if, payments were made in accordance with the payment schedule set forth" in paragraph 4." Ex. 1, p. 2, para. 3. As in Jade Fashion, because BELLC failed to fully perform under Ex. 1 by paying the $50,000 payment due under paragraph 4c on May 1, 2016, late, it remained liable for the full amount of what remained of its $1 million debt; the discount provision to the $400,000 discounted total payment "was not an unenforceable penalty or forfeiture." Id. at 651.
Paragraph 4 of Ex. 1 provides: "If the above scheduled payments are not timely received in accordance with the above schedule and the discounted total payment amount is not paid in full by December 1, 2017, the total amount due and owing to REC shall continue to be/remain as the amount set forth in the Judgment." BELLC failed to pay $50,000 by May 1, 2016, as required by paragraph 4b of Ex. 1. REC was within its rights under Ex. 4 to demand the payment in Ex. 3, and to levy on BELLC's account. Ex. 3 shows that REC gave BELLC appropriate credit for its timely payments under paragraph 4a and 4b of Ex. 1 and also shows that the demand credits BELLC with the late payment of $50,000 on May 12, 2016. Kramer testified that the late payment and levied funds are held in separate accounts and have not been spent. The levied funds may be subject to the Debtor's preference action. The Court considers REC's actions as consistent with its rights under Ex. 1, and nothing about them warrants rewriting the Settlement Agreement or otherwise granting the Debtor equitable relief.
Next, BELLC argues that Ex. 1 does not define the term "timely," and that such an undefined term and the redundant
Ex. 1 contains several instances requiring BELLC to "timely" pay the discounted total payment of $400,000. The first instance is at Recital D, which is incorporated in the terms of the Agreement at paragraph 1. There REC agreed to a discounted payoff "based on BELLC's agreements to timely pay the discounted amount in accordance with the payment schedule set forth in this agreement." Ex. 1, p. 1, Recital D (emphasis added).
"Timely" next is found in three instances in paragraph 4 of Ex. 1. The first instance states that "BELLC shall make timely payments toward a discounted total payment of the monetary terms of the Judgment as follows:" followed by the payment schedule at paragraphs 4a-4f giving six specific amounts due in a specific period of time or on specific dates. Ex. 1, para. 4 (emphasis added). The second instance of "timely" in paragraph 4 follows the payment schedule and states: "So long as the payments set out above are timely made. . . ." (Emphasis added). The third instance follows in the next sentence of paragraph 4: "If the above scheduled payments are not timely received in accordance with the above schedule. . . ."
This Court does not consider the term "timely" to be ambiguous. If it were ambiguous, each instance of the use of the term "timely" in Ex. 1 is accompanied by a reference to the detailed schedule in paragraph 4a-4f, which removes any ambiguity regarding what "timely" means.
A common maxim states: "Equity aids the vigilant, not those who sleep on their rights." Robert J. v. Catherine D., 171 Cal.App.4th 1500, 1521 (2009). Bugni testified that he was aware of the Settlement Agreement, Ex. 1, and the payment schedule in paragraph 4. He testified that BELLC mistakenly thought that the May 1, 2016, payment was due instead on June 1, 2016, and did not make that payment until May 12, 2016. BELLC having missed the May 1, 2016, payment due to lack of vigilance, this Court sees insufficient reasons in this record to grant BELLC equitable relief by depriving REC of the benefit of its bargain in Ex. 1.
Finally, BELLC argues that Ex. 1 does not include a "time is of the essence" clause, and therefore BELLC should not lose its opportunity to pay the discounted total payment of $400,000 because REC accepted its payment of May 12, 2016, and that payment therefore was timely within the meaning of the Settlement Agreement. Bisno v. Sax, 175 Cal.App.2d 714, 346 P.2d 814, 818 (1959) ("The general rule in equity is that time is not of the essence unless it has been made so by its express terms or is necessarily so from the nature of the contract."). Ex. 1 does not include an express "time is of the essence" clause. However, the repeated references to the payment schedule of paragraph 4a-4f, which accompany every reference to "timely" payment in Ex. 1, persuade this Court that the nature of the contract at Ex. 1 effectively made time of the essence even with the absence of a specific "time is of the essence" clause.
The decision cited by REC: Press Rentals, Inc. v. Genesis Fluid Solutions, Ltd., 2014 WL 31251, *7 (N.D. Cal. Jan. 3, 2014), supports this result. In Press Rentals the contract included a "time is of the essence clause" but the court wrote:
Even when a contract does not contain an explicit "time is of the essence" provision, California law provides that payment of money must be immediate. If the obligation "is in its nature capable of being done instantly-as, for example, if it consists in the payment of money only-it must be performed immediately upon the thing to be done being exactly ascertained." Cal. Civil Code § 1657.
2014 WL 31251 at *7.
The payment schedule at paragraph 4 of Ex. 1 sets out exact dates by which BELLC was required to make payments to qualify for the $400,000 discounted total payment. Bugni was aware of the payment schedule. BELLC did not pay REC $50,000 as required by paragraph 4c on May 1, 2016, until May 12, 2016.
BELLC contends that REC waived any default by accepting its $50,000 payment of May 12, 2016. The court in Press Rentals considered similar arguments, but the court ultimately found that, even though the plaintiff accepted a payment two days late and informed defendants of the breach within two months, "the delay in payment was not waived and that Defendants breached the Settlement Agreement." 2014 WL 31251 at * 7. After reviewing cases the court explained:
The evidence in the instant case does not show a pattern of conduct implying waiver by REC of the payment schedule or BELLC's late payment. REC accepted the $50,000 wire payment on May 12, 2016, but put it into a segregated account and has not spent it. No evidence exists that REC accepted any further payments under Ex. 1
1. This Court has jurisdiction of these jointly administered Chapter 11 cases under 28 U.S.C. § 1334(a).
2. Allowance or disallowance of claims against the estate are core proceedings under 28 U.S.C. § 157(b)(2)(B).
3. BELLC's Proof of Claim No. 25 was filed in accordance with applicable rules, and under F.R.B.P. 3001(f) Proof of Claim 25 constitutes prima facie evidence of the validity and amount of that claim.
4. The Debtor failed to offer any evidence which shows facts tending to defeat REC's claim by probative force sufficient to rebut the prima facie evidence of the validity and amount of REC's Proof of Claim under Rule 3001(f). In re Garvida, 347 B.R. 697, 706-07 (9th Cir. BAP 2006).
