Haberbush
Haberbush v. Clark Oil Trading Co.
Opinion
Lead Opinion
MEMORANDUM **
David R. Haberbush, trustee in bankruptcy for Sahuaro Petroleum & Asphalt Company, appeals the district court’s dismissal of his action against Clark Oil Trading Company (COTC) and Paribas Corporation. See Fed.R.Civ.P. 12(b)(6). We affirm.
While the parties use a flood of ink on a congeries of issues, the answer to one of those issues effectively disposes of them all. To make a long story short: Sahuaro, the wholly owned subsidiary of Edgington Oil Co., issued guaranties of Edgington’s debts to COTC, subject to certain limitations involving Sahuaro’s benefit from the loans and Sahuaro’s net worth. 1 Those constituted the guaranty promises. In separate security agreements, Sahuaro also promised that its receipts from the sale of its products would, in effect, go to COTC, which was authorized to apply them to payment of the principal and interest owed by Edgington on the loans but which could also elect to return all or a portion to Sahuaro. These were the payment promises. COTC applied most of the receipts to the payment of the loans, but gave some back to Sahuaro. After Sahuaro went into bankruptcy, Haberbush brought this action.