CarrAmerica Realty Corp. v. NVIDIA Corp.

MEMORANDUM **

Plaintiffs CarrAmerica Realty Corporation (“CarrAmerica”), its related corporate entities, and Carlyle Fortran Trust (“Carlyle”) (collectively “Creditors”) appeal the order of the district court dismissing the Creditors’ complaints for lack of standing. The district court held that only the Chapter 11 bankruptcy Trustee (“Trustee”) had standing to pursue the claims. We affirm in part and reverse in part.

I. BACKGROUND

3dfx Interactive, Inc. (“3dfx”) developed and manufactured computer graphics chips. In 1995, it entered into a ten-year commercial lease with Carlyle for 77,805 square feet in an office building in California. In 1998, it leased approximately 26,-000 square feet of commercial space in *516 Texas from CarrAmerica. In mid-2000, 3d£x began to experience financial difficulties. Ultimately, 3dfx decided to sell substantially all of its assets to NVIDIA, an unrelated company that also manufactured computer graphics chips. On December 15, 2000, 3dfx and NVIDIA entered into an Asset Purchase Agreement (“APA”), pursuant to which NVIDIA agreed to pay $70 million in cash for substantially all of 3dfx’s assets.

On December 15, 2000, after executing the APA,…