MAGDELINE D. COLEMAN, CHIEF U.S. BANKRUPTCY JUDGE.
Before the Court for disposition are separate objections (together, the "Objections")
For the reasons set forth below, the Court will sustain the Trustee's Objections in part and overrule them in part. The Court has already ruled that the Claims are not entitled to allowance as administrative expenses under § 503(b)(1) of the Bankruptcy Code. They are, however, entitled to priority status under § 507(a)(7) of the Bankruptcy Code because they constitute unsecured claims "arising from the deposit, before the commencement of the case, of money in connection with the purchase, lease, or rental of property, or the purchase of services, for the personal, family, or household use of such individuals, that were not delivered or provided." 11 U.S.C. § 507(a)(7).
On June 6, 2018 (the "Petition Date"), Worley & Obetz, Inc. ("Worley & Obetz") and ten related companies (together, the "Debtors") each filed voluntary chapter 7 bankruptcy petitions. On the same day, the Trustee was appointed in each of the Debtors' bankruptcy cases. On June 19, 2018, the Court entered an Order directing that the Debtors' cases be jointly administered for procedural purposes only.
Prior to the Petition Date, Worley & Obetz provided various energy products to residential customers, including heating oil and propane. The residential customers had the option of paying for the fuel when it was delivered or participating in a budget program. Under the budget program, a customer would pay a fixed amount each month during the heating season. Once received, the budget payments were credited by Worley & Obetz towards the customer's total fuel balance. Worley & Obetz
On March 8, 2019, Ms. Rapp, a participant in Worley & Obetz's budget program, filed a pro se proof of claim (the "Rapp Claim") against Worley & Obetz in the amount of $569.91, which Ms. Rapp asserted was an administrative expense.
On March 18, 2019, Ms. Pringle filed a pro se proof of claim (the "Pringle Claim") against Worley & Obetz in the amount of $348.36, which Ms. Pringle asserted was an administrative expense.
On June 13, 2019, the Trustee filed the Objections to the Claims. The Trustee did not object to the amounts the Claimants assert are owed to them. Rather, the Trustee only objected to the allowance of the Claims as administrative expenses under § 503(b)(1) and requested that the Claims be reclassified as general unsecured claims. Neither of the Claimants filed a response to the Objections.
On July 17, 2019, the Court held a hearing on the Objections (the "Hearing"). Neither Ms. Rapp nor Ms. Pringle appeared. At the Hearing, the Court found that the Claims do not constitute administrative expenses under § 503(b)(1) of the Bankruptcy Code.
Having already determined at the Hearing that the Claims do not constitute administrative expenses pursuant to § 503(b) of the Bankruptcy Code, the Court must determine whether they are nonetheless
11 U.S.C. § 507(a)(7). The crux of the issue here is whether the budget program payments the Claimants made constitute "deposits" for purposes of § 507(a)(7). The Bankruptcy Code does not define the term "deposit," and bankruptcy courts have looked to various definitions of the term to interpret its meaning. See, e.g., In re City Sports, Inc., 554 B.R. 329, 334 (Bankr. D. Del. 2016) (collecting definitions courts have used).
The Trustee relies heavily on, and asks this Court to follow, the interpretation the City Sports court employed in finding that gift cards the City Sports debtor issued did not qualify as deposits entitled to priority status. Letter Brief at pgs. 3-5. The City Sports court looked to the various definitions other bankruptcy courts had cited in the context of resolving claims under § 507(a)(7), and found that all those definitions agreed that "`the term `deposit' connotes a temporal relationship between the time consideration is given and the time the right to use or possess is vested in the individual giving the consideration.'" Id. at 334-35 (reviewing various definitions and quoting In re Nittany Enterprises, Inc., 502 B.R. 447, 455 (Bankr. W.D. Va. 2012)). Viewing the gift cards at issue under the lens of this temporal relationship requirement the court in City Sports ruled that gift cards with no expiration were not "deposits" under § 507(a)(7) because "[t]he purchase of a gift card is a short transaction, without a temporal relationship: the consumer makes payment and simultaneously receives the gift card. Whether the consumer uses the gift card in a future transaction or gives the card to another party and that party uses it in a future transaction, is beyond the scope of the inquiry." Id. at 335-36.
The Trustee also cites In re Utility Craft, Inc., 2008 WL 5429667 (Bankr. M.D.N.C. Dec. 29, 2008), in support of her argument that a temporal relationship must exist to satisfy the deposit requirement. Letter Brief at pg. 4. There the court found that store credit issued to a consumer for a returned defective product does not qualify as a deposit under § 507(a)(7), even though the consumer initially provided a deposit when purchasing the defective product, because "the transaction is complete as it relates to section 507(a)(7) [once the store credit was issued.]." Id. at *4.
The Trustee argues that the analysis employed by the City Sports and Utility Craft courts applies to the payments the Claimants made to Worley & Obetz. Analogizing the budget plan payments to the gift cards at issue in City Sports and the store credit at issue in Utility Craft, the Trustee argues that the payments lack a temporal relationship to the time the Claimants became entitled to use the fuel. Letter Brief at pgs. 4-5. According to the Trustee, the transaction was completed
In contrast to the narrow approach advanced by the Trustee is the broad approach adopted by the court in In re WW Warehouse, Inc., 313 B.R. 588 (Bankr. D. Del. 2004), a decision acknowledged but ultimately deemed unpersuasive by the City Sports court. The WW Warehouse court concluded that gift certificates the debtor issued were "deposits" as contemplated by § 507(a)(7), rejecting the debtor's argument that they instead represented paid-in-full transactions. Id. at 590-91. The court was persuaded by the legislative history of the statute, which "reveals that it was passed to give priority to consumers who found themselves in the same straits as gift certificate purchasers." Id. at 594. The court reasoned that consumers do not purchase gift certificates as the ultimate purchase, but rather expect the merchant to apply some or all of the face value of the gift certificate toward the ultimate purchase. Id. at 595. The court concluded that a gift certificate is merely the document that entitles the holder to receive something of value. Id. The court in City Sports disagreed with this analysis, finding that it "wrongly focused on `the ultimate purchase,' an amorphous concept with potentially unlimited temporal extension. The court should have focused on the limits of the transaction." City Sports, 554 B.R. at 335.
Initially this Court observes that the budget plan payments the Claimants made are dissimilar to the gift cards in City Sports and the gift certificates in WW Warehouse. Those "transactions" involved the payment of consideration by the consumer in exchange for the merchant's promise to provide goods to a person who presented the gift card or gift certificate at a later date. The nature of those transactions may or may not qualify as a deposit, but they do not resemble the budget plan payments at issue here. The budget plan payments here were made by the Claimants and were to be applied against fuel service used only by the Claimants. They were personal to the Claimants and were to be credited to the Claimants, and therefore lacked the "potentially unlimited" nature of use that gift cards or gift certificates might.
Putting aside that fundamental difference, the Court concludes that the budget plan payments qualify as deposits whether employing the narrow approach of the City Sports and Utility Craft courts or the more expansive approach of the WW Warehouse court. First, under the narrow approach requiring a "temporal relationship" between the time consideration is given and the time the right to use or possess is vested, the budget plan payments satisfy this test. The Claimants made the budget plan payments in connection with the delivery of fuel for the upcoming heating season. The payments made were consideration from the Claimants in exchange for Worley & Obetz's promise to deliver fuel as the heating season
The Court finds that the budget plan payments satisfy the "temporal relationship" test articulated by the City Sports court, but also concludes that the broader approach taken by the WW Warehouse court better serves the legislative purpose of § 507(a)(7) to protect powerless consumers. The Claimants did not make the budget plan payments as "the ultimate purchase," and in fact did not receive goods or services at the time such payments were made. Rather, like the gift certificates at issue in WW Warehouse, the Claimants expected Worley & Obetz to apply the payments made toward the ultimate purchase, which was the fuel to be delivered to their homes. The fuel was never delivered, leaving the Claimants out the money they had paid expecting that it would be. This would seem to be akin to the lay-away plan consumers, service contract consumers, and gym membership consumers left "holding the bag" with whom Congress was concerned when enacting § 507(a)(7). The Court therefore rejects the Trustee's argument that the transaction was complete when Claimants made the budget payments because at that time, Claimants received the
For these reasons, the Court finds that the budget plan payments the Claimants made to Worley & Obetz constitute "deposits" as required by § 507(a)(7). The Court therefore finds and concludes that the Claims are entitled to priority status under § 507(a)(7).
For the reasons discussed above, the Court will sustain in part and overrule in part the Trustee's Objections. The Court will sustain each of the Trustee's Objections in part on the grounds that the Claims are not entitled to administrative priority under § 503(b)(1). The Court will, however, overrule the Trustee's Objections in part because each of the Claims is entitled
An Order consistent with this Memorandum will be entered.