OLD CARCO, LLC (APPEAL - 2nd CIRCUIT - APPELLANTS' BRIEF - Transport Room

8/8/2019 OLD CARCO, LLC (APPEAL - 2nd CIRCUIT - APPELLANTS' BRIEF - Transport Room

1/168

1

10-3933

---------------------------------------------------------------------------------

United States Court of Appeals

FOR THE SECOND CIRCUIT

Docket No. 10-3933

___________________

MAURO MOTORS, INC, et al,

Movants Appellants

Vs

CHRYSLER, LLC,

Debtor Appellee.

_____________________

ON APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK

----------------------------------------------

BRIEF FOR THE

REJECTED CHRYSLER DEALERS

----------------------------------------------

Stephen Pidgeon, Attorney

Pidgeon & Donofrio GP

Attorneys for the Rejected Dealers

Case: 10-3933 Document: 26-1 Page: 1 11/08/2010 142445 30


2/168

2

CORPORATE DISCLOSURE STATEMENT

Pursuant to Fed.R.App.P. 26.1

Pursuant to Fed.R.App.P. 26.1, no publicly traded corporation owns 10% or more of the

stock in any of the corporations or entities of the appellants.



3/168

3

TABLE OF CONTENTS

Table of Authorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Statement of Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Statement of Issues Presented for Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Preliminary Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Statement of the Case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Statement of Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Procedural History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Standard of Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Summary of Argument . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Argument . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

1. Whether The District Court Erred And AbusedIts Discretion In Determining That There Was

No Fraud On The Court Pursuant To Rule60(d)(3) By Holding That The Bankruptcy

Court's Rejection Opinion At Footnote 21 Did

Not Contain A False Statement ? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

a. Fraud On The Court By Debtor's Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

2. Whether The District Court Erred And AbusedIts Discretion In Dismissing The Rejected Dealers

Appeal As Untimely? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Certification pursuant to Fed.R.App.P.

32(a)(7)(C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30



4/168

4

TABLE OF AUTHORITIES

PURSUANT TO BLUE BOOKRULE 10.7,APPELLANTS CITATION OF CASES DOES NOT INCLUDE CERTIORARI

DENIED DISPOSITIONS THAT ARE MORE THAN TWO YEARS OLD.

CASES

Batac Dev. Corp. v. B & R Consultants, Inc.,

No. 98 Civ. 721 (CSH), 2000 U.S. Dist. LEXIS 3695,

at *8-9 (S.D.N.Y. Mar. 22, 2000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Batac Dev. Corp. v. B & R Consultants, Inc.

No. 03-948, 2010 WL 45553

at * 2, ___ F.Supp. ___, ____ (D. D.C. 2010) . . . . . . . . . . . . . . . . . . . . . . 25, 26

Bowie v. Maddox

540 F. Supp. 2d 204

Dist. Court, Dist. of Columbia 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Bullock v. United States

721 F.2d 713, 718 (10th Cir.1983) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Campaniello Imports, Ltd. v. Saporiti Italia Sp.A.

117 F.3d 655, 661 (2d Cir. 1997) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26, 27

Competex, S.A. v. Labow

783 F.2d 333, 335 (2d Cir. 1986) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25, 26

Cooter & Gell v. Hartmarx Corp.496 U.S. 384, 405, 110 L. Ed. 2d 359,

110 S. Ct. 2447 (1990) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Envirotech Corp. v. Amstar Corp.

48 F.3d 1237 (Fed. Circ. 1995) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Fleming v. N.Y. Univ.

865 F.2d 478, 484 (2d Cir. 1989) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Gleason v. Jandrucko

860 F.2d at 559 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Grace v. Bank Leumi Trust Co.443 F.3d 180, 187 (2d Cir. 2006) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Hadges v. Yonkers Racing Corp.

48 F.3d 1320, 1325 (2d Cir. 1995) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28, 29



5/168

5

Hazel-Atlas Glass Co. v. Hartford-Empire Co.

322 U.S. 238, 64 S.Ct. 997, 88 L.Ed. 1250 (1944) . . . . . . . . . . . . . . . . . . . . . . 16, 25, 27, 29

In re Old Car Co.

2010 Bankr. LEXIS 287 (Bankr. S.D.N.Y. 2010) . . . . . . . . . . . . . . . . . . . . . . 16

In re Old Carco, LLC

406 B.R. 180 (Bankr. S.D.N.Y. 2009) . . . . . . . . . . . . . . . . . . . . . . . . . 23

Milanese v. Rust-Oleum Corp.

244 F.3d 104, 110 (2d Cir. 2001) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Nemaizer v. Baker

793 F.2d 58, 61 (2d Cir. 1986) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

LinkCo, Inc. v. Naoyuki Akikusa

615 F. Supp. 2d 130, 135-37(S.D.N.Y. 2009) . . . . . . .. . . . . . . . . . . 26, 27

Linko, Inc., v. Naoyuki Akikusa2010 U.S. App. LEXIS 3498 (2d. Cir. 2010) . . . . . . . . . . . . . . . . . . . . 28

Standard Oil Co. of Cal. v. United States429 U.S. 17, 97 S. Ct. 31, 50 L. Ed.2d 21 (1976) . . . . . . . . . . . . . . . . . 16, 25

United States v. Beggerly

524 U.S. 38, 47, 118 S. Ct. 1862,141 L. Ed. 2d 32 (1998) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Weldon v. United States

225 F.3d 647, 2000 WL 1134358 at *1 (2d Cir. 2000)

(unpublished summary order) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Workman v. Bell

245 F.3d 849, 852 (6th Cir. 2001) . . . . . . . . . . . . . . . . . . . . . . . . . . . 17, 18, 21,

Zervos v. Verizon Wireless New York, Inc.252 F.3d 163, 168-169 (2d Cir. 2001) . . . . . . . . . . . . . . . . . . . . . . . . . 16

RULES

Fed.R.Civ.P. Rule 60(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Fed.R.Civ.P. Rule 60(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11, 12,



6/168

6

Fed.R.Civ.P. Rule 60(b)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Fed.R.Civ.P. Rule 60(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Fed.R.Civ.P. 60(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Fed.R.Civ.P.. 60(d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Fed.R.Civ.P. 60(d)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7, 8, 11, 12,

15, 16, 18, 27,

28

Fed. R. Bankr. P. 9024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

12 James WM.MOORE et al.,MOORES FEDERAL PRACTICE 60.21

[4][g] & n.52 (3d ed. 2009) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.



7/168

7

STATEMENT OF JURISDICTION

The district court (Alvin K. Hellerstein, J.) had subject matter jurisdiction over this civil

case arising under federal law pursuant to 28 U.S.C. 1331. The district court issued a final

decision affirming the Order of the Bankruptcy Court Denying the Movants Motion for

Reconsideration on August 30, 2010. Judgment entered the same day. On September 29, 2010,

the Rejected Dealers filed a timely notice of appeal pursuant to Fed.R.App.P. 4(a). This Court

has appellate jurisdiction pursuant to 28 U.S.C. 1291.



8/168

8

STATEMENT OF ISSUES PRESENTED FOR REVIEW

1. Whether the court erred and abused its discretion in determining that there was no

fraud on the court pursuant to 60(d)(3) by holding that the Bankruptcy Court's Rejection opinion

at Footnote 21 contained no false statement of fact.

2. Whether the court erred and abused its discretion in dismissing Appellants' appeal as

untimely.



9/168

9

PRELIMINARY STATEMENT

On June 9, 2009, the United States Bankruptcy Court, for the Southern District of New

York, Judge Arthur J. Gonzales, approved the rejection of Appellants' dealership contracts

(hereafter, the Rejected Dealers) by the Appellees (hereafter Old Chrysler) in the Rejection

Order of June 9, 2009, and supplemented with the Rejection Opinion of June 19, 2009.

As a result, the Rejected Dealers lost their main source of livelihood and were denied the

right to sell new Chrysler automobiles and parts. However, the underlying record during the

Southern District of New York Bankruptcy Court's proceedings clearly established that the

decision to restructure the dealership network - and therefore reject the Rejected Dealers

contracts - was made by Old Chrysler upon its own initiative and not at the request of the

purchaser, Fiat/New Chrysler, or the US Government (lender).

Meanwhile, Old Chrysler had a fiduciary duty to protect its estate. And by cutting the

dealership contracts, they subjected the estate to a potential rejection damages claim of

approximately one billion dollars. Had Old Chrysler assumed the entire dealership network, the

estate would have been free and clear of all rejection damage claims. Instead, Old Chrysler

chose to breach 789 dealership contracts when neither a request for such restructuring was made

by the purchaser, nor consideration given by the purchaser for such rejection. This was a direct

violation of Old Chryslers fiduciary duty to its estate and creditors. Therefore, the rejection of

the Rejected Dealers dealership contracts should not have been approved by the Bankruptcy

Court.

The Rejected Dealers seek reversal of the decision of the District Court, to vacate the

June 9, 2009 rejection order, to vacate the June 19, 2009 Rejection Opinion, and to remand the

case to the U.S. Bankruptcy Court, Southern District of New York for damages.



10/168

10

STATEMENT OF THE CASE

This appeal rises from the decision of United States District Court, Southern District of

New York, issued by Judge Alvin K. Hellerstein, initially entered on August 30, 2010 and

corrected on Sept. 14, 2010, CORRECTED ORDER AFFIRMING THE ORDER OF THE

BANKRUPTCY COURT, DISMISSING APPELLEES MOTION FOR CERTAIN RELIEF,

AND DENYING WITHOUT PREJUDICE COUNSELS MOTION TO WITHDRAW.

This order affirmed the June 9, 2009 Rejection Order of the United States Bankruptcy

Court, Southern District of New York, issued by Judge Arthur J. Gonzalez, ORDER,

PURSUANT TO SECTIONS 105 AND 365 OF THE BANKRUPTCY CODE AND

BANKRUPTCY RULE 6006, (A) AUTHORIZING THE REJECTION OF EXECUTORY

CONTRACTS AND UNEXPIRED LEASES WITH CERTAIN DOMESTIC DEALERS AND

(B) GRANTING CERTAIN RELATED RELIEF, and affirming the June 19, 2009 of the United

States Bankruptcy Court, Southern District of New York, issued by Judge Arthur J. Gonzalez,

OPINION REGARDING AUTHORIZATION OF REJECTION OF ALL EXECUTORY

CONTRACTS AND UNEXPIRED LEASES WITH CERTAIN DOMESTIC DEALERS AND

GRANTING CERTAIN RELATED RELIEF.

The Order also affirmed the Feb. 5, 2010 of the United States Bankruptcy Court,

Southern District of New York, issued by Judge Arthur J. Gonzalez, OPINION DENYING

REJECTED DEALERS MOTION FOR RECONSIDERATION OF THE JUNE 9, 2009

REJECTION ORDER AND THE JUNE 19, 2009 REJECTION OPINION, Issued by Judge

Arthur J. Gonzalez.

During the Bankruptcy Court hearings, key Fiat executive, Alfredo Altavilla, testified

that it made no material difference to Fiat whether the dealership network was restructured prior



11/168

11

to the sale closing. (See Appendix G, Tr. of May 27, 2009 Hr'g at 352.) This testimony was

clear and unambiguous. In the Bankruptcy Court's Rejection Opinion, the Court improperly

reversed the candid testimony of Altavilla by way of the fraudulent Footnote 21, wherein the

Court stated that Altavilla answered affirmatively to a question regarding whether the dealership

network needed to be restructured for the sale to close. (See App. pg. 68; Appendix B, June 19,

2009 Rejection Opinion at pg. 18, Footnote 21). But the witness actually answered negatively.

Again, Altavilla testified it made no material difference to Fiat whether the dealership network

was restructured for the sale to close.

The Bankruptcy Court changed the clear answer of the witness in Footnote 21 to make it

appear as if the witness said something he did not say. When the witness said it made no material

difference, the witness clearly indicated that the sale would close even if no dealers had been cut.

The Bankruptcy Court turned this testimony around by way of judicial ventriloquism.

The Rejected Dealers brought a Motion to Reconsider before Bankruptcy Judge Arthur J.

Gonzalez, the same judge who issued the Rejection Opinion. In that Motion, the Rejected

Dealers relied upon Rule 60(d)(3) and alleged fraud upon the court. At that time, the Rejected

Dealers did not allege that the fraud upon the court was intentional, but rather the Rejected

Dealers respectfully alleged that Footnote 21 exhibited a reckless disregard for the truth. The

Rejected Dealers also brought a separate reconsideration request based upon Rule 60(b)(1). In

the Opinion on Reconsideration, Judge Gonzalez held that the Rule 60(b)(1) motion was

untimely. (See App. pgs. 95-119; Appendix C, Judge Gonzalez's Opinion on Reconsideration.)

But Judge Gonzalez also acknowledged that there is no statute of limitations for fraud upon the

court. (See App. pg. 108; Appendix C at pg. 14.) The court then went on to dismiss the 60(d)(3)

motion on the merits.



12/168

12

The Rejected Dealers then appealed to the Southern District of New York. On appeal,

the Rejected Dealers argued that the 60(b)(1) motion was, in fact, timely. However, Judge Alvin

K. Hellerstein ruled that it was untimely. Since that issue was soundly in the discretion of the

Court, the Rejected Dealers have not brought an appeal of the 60(b)(1) decision before the

Second Circuit. This appeal is strictly limited to the Rule 60(d)(3) fraud on the court issue.

The Rejected Dealers appealed the fraud on the court issue before the Southern District of

New York, but with a revised allegation that in condoning his own behavior in writing Footnote

21, Judge Gonzalez had therefore elevated the fraud from reckless to intentional. Judge

Hellerstein then dismissed the fraud upon the court argument as well. And in doing so, the court

made both a clear error of law, and three clearly erroneous findings of fact. (See App. pgs. 121-

127; Appendix D, Judge Hellerstein's District Court Opinion.) The Rejected Dealers now seek

review by the Second Circuit of these errors, and ask the court to reverse the decision of the

District Court, to vacate the June 9, 2009 rejection order, to vacate the June 19, 2009 Rejection

Opinion, and to remand the case to the U.S. Bankruptcy Court, Southern District of New York

for damages.

STATEMENT OF FACTS

1. On May 27, 2009, Fiat representative Alfredo Altavilla was questioned, and his

response is set forth in the Sale Hearing Transcript at pg. 352 (See App. pg.138):

Q. If this transaction closes without an absolute requirement of a particular number of

dealers that are being terminated, would Chrysler still go through with this deal -- I mean,

rather, would Fiat still go through with this deal?

A. The answer is that a restructure needs to occur. Whether it occurs before or after the

closing of the deal is not a material difference . [Italics added].



13/168

13

(See App. pg.138; Appendix G, pg. 352)

2. On June 9, 2009, Judge Arthur J. Gonzalez issued the June 9, 2009, Rejection Order

which approved the rejection of Appellants' dealership contracts. (See App. pgs. 4-9; App. A).

3. In Footnote 21 of the June 19, 2009 Rejection Opinion, Judge Gonzales wrote,

...Altavilla also responded affirmatively to a question regarding whether a dealership network

needed to be restructured for the Fiat Transaction to close, stating that a "restructuring needs to

occur." (See App. pg. 68; Appendix B, June 19, 2009 Rejection Opinion at pg. 18, Footnote 21).

PROCEDURAL HISTORY

On May 27, May 28 and May 29, 2009, the United States Bankruptcy Court held

hearings to discuss the conditions upon which Chrysler, LLC might be transferred to its new

owners. At the May 27th hearing, the testimony of Fiat representative Alfredo Altavilla was

obtained, whose statement gives rise to this appeal.

On May 31, 2009, Judge Arthur J. Gonzales, entered the Order, (1) Authorizing The Sale

Of Substantially All Of The Debtors Assets, Free And Clear Of All Liens, Claims, Interests And

Encumbrances, (2) Authorizing The Assumption And Assignment Of Certain Executory

Contracts And Unexpired Leases In Connection Therewith And Related Procedures And (3)

Granting Related Relief.

On June 1, 2009, the court followed with its Opinion Granting Debtors Motion Seeking

Authority To Sell, Pursuant To 11 USC 363, Substantially All Of The Debtors Assets.

On June 9, 2009, the court entered its Order, Pursuant To Sections 105 And 365 Of The

Bankruptcy Code And Bankruptcy Rule 6006, (A) Authorizing The Rejection Of Executory

Contracts And Unexpired Leases With Certain Domestic Dealers And (B) Granting Certain

Related Relief.



14/168

14

On June 19, 2009, the court followed with its Opinion Regarding Authorization Of

Rejection Of All Executory Contracts And Unexpired Leases With Certain Domestic Dealers

And Granting Certain Related Relief.

On December 25, 2009, Appellants filed their Motion Of Certain Dealers To Reconsider

The Courts June 9, 2009, Rejection Order And June 19, 2009 Rejection Opinion, and filed

Movants Memorandum In Support Of Motion To Reconsider The Court's June 9, 2009

Rejection Order And June 19, 2009 Rejection Opinion.

Thereafter, Old Car Co filed its Objection Of Debtors And Debtors In Possession To

Amended Motion Of Certain Dealers To Reconsider The Courts June 9, 2009, Rejection Order

And June 19, 2009 Rejection Opinion.

Appellants then filed their Amended Motion Of Certain Dealers To Reconsider The

Courts June 9, 2009, Rejection Order And June 19, 2009 Rejection Opinion Amended Only To

Include Additional Rejected Dealers As Moving Parties.

Old Car Co then filed their Objection and Brief on January 15, 2010.

On January 22, 2010, Movants filed a Reply To Debtors Objection Brief.

Judge Gonzales then entered the Order Signed On February 5, 2010, Denying Rejected

Dealers Motion For Reconsideration Of The June 9, 2009 Rejection Order And The June 19,

2009 Rejection Opinion (Docket #6342, February 5, 2010) And His Opinion Signed February 5,

2010, Denying Rejected Dealers Motion For Reconsideration Of The June 9, 2009 Rejection

Order And The June 19, 2009 Rejection Opinion (Docket #6341, opinion signed on February 5,

2010).

Appellants then filed their Notice Of Appeal on February 12, 2010; however, because of

a snowstorm and other problems with the electronic filing system, the payment of fees for the



15/168

15

appeal were not paid until February 16, 2010, both of which were within the fourteen days

required to file a notice of appeal.

Appellants then certified the record on appeal on March 2, 2010, fourteen days from the

effective date of the Notice of Appeal.

At the United States District Court, Southern District of New York, on July 8, 2010,

Judge Hellerstein ordered oral argument on his own motion, scheduled to be heard on July 28,

2010.

On July 28, 2010, Judge Hellerstein adjourned oral argument, which was subsequently

rescheduled for September 8, 2010.

On August 30, 2010, Judge Hellerstein entered the Order Affirming the Order of the

Bankruptcy Court, Dismissing Appellees Motion for Certain Relief, and Denying Without

Prejudice Counsels Motion to Withdraw.

On September 14, 2010, Judge Hellerstein entered the Corrected Order Affirming the

Order of the Bankruptcy Court, Dismissing Appellees Motion for Certain Relief, and Denying

Without Prejudice Counsels Motion to Withdraw.

On September 30, 2010, the Rejected Dealers filed its Notice of Appeal.

STANDARD OF REVIEW

Rule 60, titled Relief from a Judgment or Order is incorporated into bankruptcy

practice by Fed. R. Bankr. P. 9024. F.R.C.P. 60(d)(3) states:

This rule does not limit a court's power to:

(1) entertain an independent action to relieve a party from a judgment, order, or

proceeding...

(3) set aside a judgment for fraud on the court.



16/168

16

The Rejected Dealers retain their right under F.R.C.P. 60(d)(1) to bring an independent

action for relief from fraud on the court as the Rejected Dealers Motion For Reconsideration

under F.R.C.P. 60(d)(3) was treated by Judge Gonzalez as a motion:

"Moreover, courts addressing motions for fraud upon the court have

consistently proceeded on the presumption that the savings clause applies to motions.

Weldon v. United States, 225 F.3d 647, 2000 WL 1134358 at *1 (2d Cir. 2000)

(unpublished summary order)..." In re Old Car Co, 2010 Bankr. LEXIS 287 (Bankr.

S.D.N.Y. 2010), or Appendix A, pg. 13.

Denial ofthe Rejected Dealers Motion To Reconsider is reviewed by the District Court

for abuse of discretion. Grace v. Bank Leumi Trust Co., 443 F.3d 180, 187 (2d Cir. 2006). "A

...court 'abuses' or 'exceeds' the discretion accorded to it when (1) its decision rests on an error of

law (such as application of the wrong legal principle) or a clearly erroneous factual finding..."

Zervos v. Verizon Wireless New York, Inc. 252 F.3d 163, 168-169 (2d Cir. 2001) (citing Cooter

& Gell v. Hartmarx Corp., 496 U.S. 384, 405, 110 L. Ed. 2d 359, 110 S. Ct. 2447 (1990) ("A

district court would necessarily abuse its discretion if it based its ruling on an erroneous view of

the law or on a clearly erroneous assessment of the evidence."); Milanese v. Rust-Oleum Corp.,

244 F.3d 104, 110 (2d Cir. 2001) ("A district court abuses its discretion if it bases its ruling on a

mistaken application of the law or a clearly erroneous finding of fact.")

SUMMARY OF ARGUMENT

On page 5 of Judge Alvin K. Hellerstein's Southern District of New York Opinion

(Appendix D at pg. 5), the court held that The Rejected Dealers fraud on the court motion was

untimely. This was a clear error of law. The U.S. Supreme Court's controlling precedent states

there is no statute of limitations when fraud upon the court is involved. Hazel-Atlas Glass Co. v.



17/168

17

Hartford-Empire Co., 322 U.S. 238, 64 S.Ct. 997, 88 L.Ed. 1250 (1944), overruled on other grounds

by Standard Oil Co. of Cal. v. United States, 429 U.S. 17, 97 S. Ct. 31, 50 L. Ed.2d 21 (1976).

Furthermore, Judge Hellerstein also erred, on page 6 of his Opinion, when he held that

there was no fraudulent statement in Footnote 21 of the Bankruptcy Court's Rejection Opinion:

"Since the footnote did not contain a false statement, there could be no fraud on

the court. See Workman v. Bell, 245 F.3d 849 (6th Cir. 2001)." (See App. pg. 126;

Appendix D at pg. 6.)

Judge Hellerstein correctly indicates that if there was a false statement in the lower

court's Footnote 21, such a false statement would establish fraud on the court. The court

properly cited the Workman case as authority. Therefore, Judge Hellerstein's statement on page

6 of the District Court's opinion is certainly in agreement with The Rejected Dealers theory of

the case which argued that a Judge will commit fraud upon the court by falsifying a footnote in

his written opinion. Where Judge Hellerstein erred was in holding that there was no false

statement in Footnote 21. This was a clearly erroneous finding of fact.

Fiat executive, Alfredo Altavilla, testified that it made no material difference to Fiat

whether the dealership network was restructured prior to the sale closing. This testimony was

clear and unambiguous. Judge Gonzalez then completely turned that testimony around to make

it appear as if the witness stated it didmake a material difference and that the restructuring was a

condition precedent to the sale closing. According to Altavilla, the exact opposite is true.

The core issue before this honorable court is whether judges will be allowed to reverse

the statement of a witness by way of judicial ventriloquism. Such a precedent will bring havoc

upon the United States judicial system. The witness unambiguously stated that whether

dealership restructuring took place before the sale closed made no material difference to the



18/168

18

purchaser. Judge Gonzalez turned that testimony around in Footnote 21 of the Rejection

Opinion by stating that the witness testified restructuring of the dealership networkwas required

in order for the sale to close. In doing so, Judge Gonzalez falsified the testimony of this key

witness. Hence, fraud on the court has contaminated the proceedings and must be condemned

and reversed.

LEGAL ARGUMENT

1. Whether The District Court Erred And Abused Its Discretion In Determining That

There Was No Fraud On The Court Pursuant To Rule 60(d)(3) By Holding That The

Bankruptcy Court's Rejection Opinion At Footnote 21 Did Not Contain A False

Statement?

Judge Hellerstein made a clearly erroneous finding of fact on page 6 of his Opinion

when he held that there was no fraudulent statement in Footnote 21 of the Bankruptcy Court's

Rejection Opinion:

"Since the footnote did not contain a false statement, there could be no fraud on

the court. See Workman v. Bell, 245 F.3d 849 (6th Cir. 2001)." (See App. pg. 126;

Appendix D at pg. 6.)

By reverse implication, Judge Hellerstein correctly indicates that if there was a false

statement in the lower court's footnote, such a false statement would establish fraud on the court.

In Footnote 21 of the June 19, 2009 Rejection Opinion, Judge Gonzalez impermissibly

changed the meaning of testimony of Fiat executive, Alfredo Altavilla, (Altavilla). The second

sentence of Footnote 21 states:

Altavilla also responded affirmatively to a question regarding whether a dealership

network needed to be restructured for the Fiat Transaction to close, stating that a

'restructuring needs to occur.' (See App. pg. 68; Appendix B at pg. 18.)



19/168

19

That is absolutely false. Altavilla never testified as asserted in Footnote 21, or in any

other part of the record. In fact, Altavilla stated exactly the opposite when he told the court that it

was "not a material difference" to Fiat whether dealer restructuring happened before or after the

sale closed. The exact testimony Judge Gonzalez references in Footnote 21 is found in the May

27, 2009 Sale Hearing Transcript at pg. 352:

Q. If this transaction closes without an absolute requirement of a particular number of

dealers that are being terminated, would Chrysler still go through with this deal -- I mean,

rather, would Fiat still go through with this deal?

A. The answer is that a restructure needs to occur. Whether it occurs before or after the

closing of the deal is not a material difference . [Italics added].

(See App. pg. 138; Appendix E pg. 352.)

Altavilla's testimony is clear and unambiguous: it made no material difference if the

restructuring occurred after the closing of the deal. Therefore, Fiat would have gone through with

the purchase without Appellants having lost their dealerships. As such, there was no reason for

the Debtor to reject those contracts and certainly no legal cause for the Court's approval of the

rejections.

Judge Gonzalez changed the meaning of this testimony so as to invalidate what the

witness actually said. This is not proper by any standard. It's also noteworthy to point out here

that Judge Hellerstein made a second clearly erroneous finding of fact when he stated, on pg. 1

of the District Court's Opinion,

"However, approximately six months after the time to appeal expired, Appellants

filed a motion for reconsideration, arguing in part that Chief Judge Gonzalez committed

an intentional fraud on the court by mischaracterizing the testimony of a key witness."



20/168

20

(See App. pg. 121; Appendix D at pg. 1.)

But Appellants certainly did notallege intentional fraud in the motion for

reconsideration. Instead, Appellants alleged that Judge Gonzalez acted with reckless disregard

for the truth. It was only in the appeal to the Southern District of New York that Appellants

alleged Judge Gonzalez's Opinion on Reconsideration, having failed to explain such reckless

disregard for the truth, and having instead upheld it, thereafter elevated his conduct to intentional

fraud.

The chronological series of events is very important as it shows a pattern of fraudulent

judicial behavior which should not be tolerated. Judge Gonzalez had the chance to correct the

reckless error by way of his Opinion On Reconsideration, but instead he chose to stand by the

reckless disregard for the truth and therefore it now must be considered intentional. Regardless,

Judge Hellerstein was wrong in stating that such intentionality was alleged in the Motion to

Reconsider before Judge Gonzalez.

The record clearly and convincingly indicates that the assertion by Judge Gonzalez in

Footnote 21 is unequivocally false. It involves judicial ventriloquism concerning the most

important issue related to the Rejection Motion, and it mocks the purpose of justice. Without the

false assertion erroneously attributed to Altavilla by Judge Gonzalez, the record of the case lacks

any evidence whatsoever to indicate that rejection of the dealership contracts was requested by

Fiat or New Chrysler as a condition precedent to the sale closing.

The record is now decisive that Judge Gonzalez did not merely misstate Altavilla's

testimony; Judge Gonzalez changedthe meaning of Altavilla's testimony. And it is precisely this

action which gives rise to fraud on the court. The plain meaning of Altavillas complete response

is that restructuring did notneed to occur for the sale to close. There is no lawful justification for



21/168

21

allowing the fraudulent Footnote 21 to stand. Tellingly, Judge Gonzalez didn't even try to defend

the merits of Footnote 21 in his Opinion on Reconsideration.

Appellants relied upon Workman v. Bell, 245 F.3d 849 (6th Cir. 2001) in support of the

reckless disregard for the truth standard:

The elements of a 'fraud upon the court' are numerous. Fraud on the court is

conduct: 1) on the part of an officer of the court; 2) that is directed to the judicial

machinery itself; 3) that is intentionally false, willfully blind to the truth, or is in reckless

disregard for the truth; 4) that is a positive averment or a concealment when one is under

a duty to disclose; 5) that deceives the court. Workman v. Bell at852.

Judge Gonzalez changed the meaning of Altavilla's testimony and then relied upon his

own revision to support the Rejection Order. The court has therefore been defrauded and it is

entirely irrelevant that the time for direct appeal has expired:

It is thus fraud where the court or a member is corrupted or influenced or

influence is attemptedor where the judge has not performed his judicial

function--thus where the impartial functions of the court have been directly

corrupted. Envirotech Corp. v. Amstar Corp., 48 F.3d 1237 (Fed. Circ. 1995)

(quotingBullock v. United States, 721 F.2d 713, 718 (10th Cir.1983)). (Emphasis

added.)

Changing the unambiguous testimony of a key witness to make that testimony fit the

Court's desired conclusion is a failure of the judicial process which directly corrupts the impartial

function of the court.Envirotech andBulloch also make clear that intentional corruption or

improper influence aren't even necessary elements of fraud on the court if one establishes that the

judge has not performed his common judicial function. Such a malfunction of the judicial



22/168

22

machinery is itself enough to establish fraud on the court.

On pg. 2 of the District Court's Opinion, Judge Hellerstein makes a vital third clearly

erroneous finding of fact by stating:

"The motion principally attacks the Bankruptcy Courts paraphrasing of a

witnesss testimony in a footnote in the Rejection Opinion." (See App. pg. 122, Appendix

D at pg. 2.)

Judge Gonzalez did not "paraphrase" Altavilla's testimony, he clearly reversed it. A

proper paraphrasing of Altavilla's testimony would be that he stated it made no material

difference to Fiat whether the dealership network was restructured prior to the sale closing. But

Judge Gonzalez's Footnote 21 states the exact opposite. If this was a criminal trial and a key

witness stated, "I did notsee the accused shoot the victim," it would certainly be fraudulent for

the Judge's Opinion to state that, "The witness said he didsee the accused shoot the victim."

That would not be paraphrasing. That would be lying.

If it was originally a reckless disregard for the truth when Judge Gonzales published the

Rejection Opinion, it was later elevated to an intentional lie when he failed to correct Footnote

21 in his Opinion on Reconsideration.

a. Fraud On The Court By Debtor's Counsel.

Instead of basing arguments upon the actual record of the case, Old Chrysler s counsel

supplementedthe record on their own - and not under oath - by making reference to statements

which do not exist anywhere in the record. Old Chryslers counsel created fraudulent facts out

of thin air by adding statements into the record which are not quoted and do not contain citations

and do not even exist:

"Further, the Dealer Rejection Opinion disproves the Appellants' argument on the



23/168

23

merits. The Courts statements therein [emphasis added] show that the Court did not

conceal, mischaracterize or alter Mr. Altavilla's testimony and was fully aware of his

statement that Fiat did not perceive a material difference in whether the dealership

rejections occurred before or after the closing of the Fiat Transactions, as long as the

network restructuring did, in fact, occur as part of the sale transaction." (Debtor's

Objection Memo at par. 44, pgs. 25-26).

This statement is fraudulent. Old Chryslers counsel has mysteriously supplemented the

record by alleging that Mr. Altavilla's testimony states dealer restructuring needed to occur as

part of the sale transaction. But nowhere does Altavilla say anything of the sort. This new

assertion is also an intentional fraud upon this Court. Old Chryslers counsel makes this claim

when no such testimony exists anywhere in the record. It's a blatant lie.

In support of this lie, Old Chryslers Counsel states, "See Dealer Rejection Opinion at

195-97 (containing several references to Altavilla's testimony)." (Debtor's Objection Memo at

pg. 26). But when you visit the Rejection Opinion at 195-197 (referring toIn re Old Carco, LLC,

406 B.R. 180 (Bankr. S.D.N.Y. 2009), there is no such quote from Altavilla. (See App. pgs. 64-

68; Appendix B, pg. 14 - 18). Had Altavilla actually made such a statement, learned counsel

would surely cite to a page in the hearing transcript where such testimony could be found. But

there is no such testimony. This exhibits the judicial machinery breaking down into chaos.

Counsel is required to cite to the transcript and quote the witness therefrom. But that would be

impossible here as no such testimony exists.

Counsels fabrication is then repeated again (see Debtor's Objection Memo at pg. 26, par.

45):

Mr. Altavillas snippet of testimony on which Movants rely merely addressed the issue



24/168

24

of timingi.e., did the contract designations have to take place before or after closing.

Mr. Altavilla testified that either was fine, as long as the restructuring was accomplished

as part of the sale transaction.

Altavilla said no such thing. There is absolutely no support for this false assertion. It's

another intentional fraud upon the Court. Altavilla never stated that restructuring had to be

accomplished as part of the sale transaction. This behavior is fraud on the court, afabrication

of testimony. It is intentional fraud inspired by Footnote 21 of the Rejection Opinion where

Judge Gonzalez also fabricated an assertion which does not exist in the record. The judicial

machinery has therefore been thoroughly defiled.

Judge Gonzalez failed to acknowledge that there is an ongoing record which did not end

with the Bankruptcy Court's Rejection Opinion. The record continues through this process and

grows with each new filing. The fraud has been perpetrated upon the entire record of the case.

Conclusion.

The false assertion of Footnote 21 is clearly an egregious judicial miscarriage of justice.

The sanitization of Footnote 21 by the District Court stands as a brutal attack on the normal

judicial function by setting a frightening standard. Should judges be allowed to change the

testimony of witnesses, the judicial machinery will be defiled by forfeiting all notions of justice

to fraud.

2. Whether The District Court Erred And Abused Its Discretion In Dismissing The

Rejected Dealers Appeal As Untimely?

On page 5 of the District Court's Opinion (See App. pg. 125; Appendix D at pg. 5), Judge

Hellerstein held that the Rejected Dealers fraud on the court motion was untimely:

"Appellants have failed to explain why this motion was not made earlier, when it



25/168

25

would have been timely, or why the arguments advanced here could not have been raised

in a timely appeal. Appellants may not use the 'extraordinary judicial relief' of a motion

to reconsider to excuse their failure to timely appeal the Rejection Order and Opinion.

Nemaizer, 793 F.2d at 61; Batac Dev. Corp. v. B & R Consultants, Inc., No. 98 Civ. 721

(CSH), 2000 U.S. Dist. LEXIS 3695, at *8-9 (S.D.N.Y. Mar. 22, 2000) (citing Competex,

S.A. v. Labow, 783 F.2d 333, 335 (2d Cir. 1986); Fleming v. N.Y. Univ., 865 F.2d 478,

484 (2d Cir. 1989))."

Judge Hellerstein's holding that The Rejected Dealers fraud on the court motion was

untimely is a clear error of law since the U.S. Supreme Court has established there is no statute

of limitations when fraud on the court is involved. Hazel-Atlas Glass Co. v. Hartford-Empire

Co., 322 U.S. 238, 64 S.Ct. 997, 88 L.Ed. 1250 (1944), overruled on other grounds by Standard

Oil Co. of Cal. v. United States, 429 U.S. 17, 97 S. Ct. 31, 50 L. Ed.2d 21 (1976). That the time

to appeal may have already expired when fraud on the court is discovered is irrelevant according

to the Supreme Court's holding inHazel-Atlas:

[E]ven if Hazel did not exercise the highest degree of diligence, Hartford's fraud

cannot be condoned for that reason alone...Furthermore, tampering with the

administration of justice in the manner indisputably shown here involves far more than

an injury to a single litigant. It is a wrong against the institutions set up to protect and

safeguard the public, institutions in which fraud cannot complacently be tolerated

consistently with the good order of society. Surely it cannot be that preservation of the

integrity of the judicial process must always wait upon the diligence of litigants. The

public welfare demands that the agencies of public justice be not so impotent that they

must always be mute and helpless victims ofdeception and fraud. Hazel-Atlas, 322 U.



26/168

26

S. 246.

Furthermore, the authorities cited above (See Appendix D at pg. 5) by Judge Hellerstein

do not in any way support his contention that The Rejected Dealers fraud on the court motion is

untimely. Nemaizer v. Baker, 793 F.2d 58, 61 (2d Cir. 1986), did not discuss fraud on the court.

The same is true forBatac Dev. Corp. v. B & R Consultants, Inc., and Competex, S.A. v. Labow,

neither of which addresses fraud on the court.

Judge Hellerstein also relied upon Campaniello Imports, Ltd. v. Saporiti Italia Sp.A., 117

F.3d 655 (2d Cir. 1997):

"To establish a claim under Rule 60(d), the Appellants must 'demonstrate that

[they] had no adequate remedy at law or that [their] fault, neglect, or carelessness did

not create the situation for which [it] seek[s] equitable relief. LinkCo, Inc. v. Naoyuki

Akikusa, 615 F. Supp. 2d 130, 135 (S.D.N.Y. 2009) (quoting Campaniello Imports, Ltd.,

117 F.3d at 662)." (See App. pg. 123; Appendix D at pg. 3.)

But The 2d Circuit Court of Appeals in Campaniello took direct note of the fact that

fraud on the court was not part of that proceeding:

"Rule 60(b)'s 'savings clause' allows 'a court to entertain an independent action to

relieve a party from a judgment, order, or proceeding ... or to set aside a judgment for

fraud upon the court.' Fed.R.Civ.P. 60(b). As allowed by this provision, appellants have

brought a direct attack seeking rescission of the stipulation of discontinuance based on

allegations that appellees committed fraud in inducing the Settlement Agreement.

Appellants do not base their claim for rescission of the settlement on fraud

upon the court.Instead, they concentrate on the "provision--independent of the provision

addressing 'fraud upon the court'--authoriz[ing] an independent action for fraud



27/168

27

perpetrated upon a party..." Campaniello Imports, Ltd. v. Saporiti Italia Sp.A., 117 F.3d

655, 661 (2d Cir. 1997) (emphasis added.)

Therefore, Judge Hellerstein's reliance upon Campaniello is clearly erroneous since, in

that case, the 2d Circuit made it clear that fraud upon the court was not at issue.

The District Court, inLinkCo, Inc., v. Naoyuki Akikusa, stated that the fraud arguments in

LinkCo's complaint indicated "obstruction of discovery and witness perjury", LinkCo, Inc. v.

Akikusa, 615 F. Supp. 2d 130, 137 (S.D.N.Y. 2009), towhich the District Court established that

such allegations indicated "a fraud upon a single litigant -- LinkCo -- rather than a fraud upon the

Court." Id. at 136. Appellants here have alleged fraud on the part of Bankruptcy Judge

Gonzalez, an allegation which, if established, does rise to fraud on the court. Therefore,LinkCo

is clearly distinguished since the facts in that case, as noted by the District Court, did not rise to

the level of fraud on the court.

Moreover, both Judge Hellerstein and Judge Gonzalez have erroneously analyzed the

timely issue for fraud on the court by indicating that Appellants could have been more diligent in

discovering the fraud within the ordinary time to appeal. However, as the US Supreme Court

stated inHazel-Atlas, [E]ven if Hazel did not exercise the highest degree of diligence,

Hartford's fraud cannot be condoned for that reason alone..." Hazel-Atlas 322 U. S. 246. The

Rejected Dealers discovered the fraud on the court within six months, whereas inHazel-Atlas the

fraud was discovered nine years later. As stated by the Supreme Court, even if the discovering

party did not exercise the highest degree of diligence in discovering the fraud, fraud on the court

cannot be condoned for that reason alone. The Rejected Dealers brought their 60(d)(3) motion as

fast as possible once the fraud was discovered.

Moreover, the fraud on the court was not discovered by Judge Hellerstein, who ruled that



28/168

28

there was no fraudulent statement in Footnote 21. Should this honorable court find that Footnote

21 is fraudulent, Judge Hellerstein's confusion over the issue is itself evidence of the intricate

and deceptive nature of the fraud. It was effectively hidden in plain sight even when thoroughly

illuminated by The Rejected Dealers lower court briefs.

Incredibly, Judge Gonzalez, in his Opinion on Reconsideration, also held that the fraud

upon the court motion was, in fact, not time barred:

"While Rule 60(c)(1) limits the time within which a motion under Rule 60(b)(3)

must be made to one year, a claim based upon fraud on the court under Rule 60(d)(3) is

intended to protect the integrity of the judicial process and, therefore, is not time-

barred." Bowie v. Maddox, No. 03-948, 2010 WL 45553, at * 2, ___ F.Supp. ___, ____

(D. D.C. 2010) (citing 12 James WM.MOORE et al., MOORES FEDERAL PRACTICE

60.21[4][g] & n.52 (3d ed. 2009) (other citation omitted)). (See App. pg. 108; Appendix

C at pg. 14.)

Fraud on the court prohibits the judicial machinery from functioning in its normal

manner:

"While fraud on the court can support Rule 60(d) relief, such fraud must

"seriously affect the integrity of the normal process of adjudication." Gleason v.

Jandrucko, 860 F.2d at 559; accord Hadges v. Yonkers Racing Corp., 48 F.3d 1320,

1325 (2d Cir. 1995) (observing that such fraud "embraces only that species of fraud

which does or attempts to, defile the court itself, or is a fraud perpetrated by officers of

the court so that the judicial machinery cannot perform in the usual manner its impartial

task of adjudging cases" (internal quotation marks omitted)). This is because Rule 60(d)

actions are warranted only when necessary "to prevent a grave miscarriage of justice."



29/168

29

United States v. Beggerly, 524 U.S. 38, 47, 118 S. Ct. 1862, 141 L. Ed. 2d 32 (1998)."

Linko, Inc., v. Naoyuki Akikusa, 2010 U.S. App. LEXIS 3498 (2d. Cir. 2010) (summary

order).

Fraud on the court is available as a remedy at any time as long as the conduct involved

has defiled the court by inhibiting the normal judicial machinery. Hadges v. Yonkers Racing

Corp., at 1325. If Judges are granted permission to change, rather than interpret, the testimony of

witnesses, the judicial machinery will obviously break down into chaos. It's not an interpretation

or a paraphrase for the Court to hold that the testimony of the witness was "yes", if the testimony

of the witness was actually "no". To allow a Judge that power is to allow and condone fraud on

the court. When such a fraud can be proved, the U.S. Supreme Court has held that the issue is

not time barred.

Conclusion.

The District Court's ruling that The Rejected Dealers fraud on the court motion was

untimely is in direct contrast with precedent set by the U.S. Supreme Court in the Hazel-Atlas

decision. Therefore, Judge Hellerstein's legal conclusion is clearly in error and should be

reversed.

The Rejected Dealers seek reversal of the decision of the District Court, to vacate the

June 9, 2009 rejection order, to vacate the June 19, 2009 Rejection Opinion, and to remand the

case to the U.S. Bankruptcy Court, Southern District of New York for damages.

Respectfully submitted this 8th

day of November, 2011.

// Stephen Pidgeon // // Leo C. Donofrio //

Attorney for the Movants Appellants Attorney for the Movants Appellants



30/168

30

Certification pursuant to Fed.R.App.P. 32(a)(7)(C)

1. This brief complies with the type-volume limitation of Fed.R.App.P

32(a)(7)(B) because:

a. This brief contains 7,396 words, without excluding the parts of the brief

that are exempted pursuant to Fed.R.App.P. 32(a)(7)(B)(iii); and

b. This brief uses a monospaced typeface and contains 729 lines of text,

without excluding the parts of the brief that are exempted pursuant to Fed.R.App.P.

32(a)(7)(B)(iii);

2. This brief complies with the typeface requirements of Fed.R.App.P.

32(a)(5) and the type size requirements of Fed.R.App.P 32(a)(6) because:

a. This brief has been prepared in a proportionally spaced typeface using

Word 2003 and Adobe Acrobat (.pdf) in Times New Roman, using a 12 point font.

// Stephen Pidgeon //

Attorney for the Movants Appellants

Dated this 8th

day of November, 2011



31/168

10-3933---------------------------------------------------------------------------------

United States Court of Appeals

FOR THE SECOND CIRCUIT

Docket No. 10-3933

___________________

MAURO MOTORS, INC, et al,

Movant Appellant

Vs

CHRYSLER, LLC,

Debtor Appellee.

_____________________

ON APPEAL FROM THE UNITED STATES

DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK

----------------------------------------------

APPENDIX

----------------------------------------------Stephen Pidgeon, Attorney

Pidgeon & Donofrio GP

Attorneys for the Rejected Dealers



32/168

TABLE OF CONTENTS

A. June 9, 2009, ORDER, PURSUANT TO SECTIONS 105 AND

365 OF THE BANKRUPTCY CODE AND BANKRUPTCYRULE 6006, (A) AUTHORIZING THE REJECTION OF

EXECUTORY CONTRACTS AND UNEXPIRED LEASESWITH CERTAIN DOMESTIC DEALERS AND (B)

GRANTING CERTAIN RELATED RELIEF, Issued by Judge

Arthur J. Gonzalez.

. . . . .Page 3

B. June 19, 2009, OPINION REGARDING AUTHORIZATION

OF REJECTION OF ALL EXECUTORY CONTRACTS

AND UNEXPIRED LEASES WITH CERTAIN DOMESTIC

DEALERS AND GRANTING CERTAIN RELATEDRELIEF, Issued by Judge Arthur J. Gonzalez.

. . . . . Page 50

C. Feb. 5, 2010, OPINION DENYING REJECTED DEALERS

MOTION FOR RECONSIDERATION OF THE JUNE 9, 2009REJECTION ORDER AND THE JUNE 19, 2009 REJECTION

OPINION, Issued by Judge Arthur J. Gonzalez.

. . . . . Page 94

D. Sept. 14, 2010, CORRECTED ORDER AFFIRMING THE

ORDER OF THE BANKRUPTCY COURT, DISMISSINGAPPELLEES MOTION FOR CERTAIN RELIEF, AND

DENYING WITHOUT PREJUDICE COUNSELS MOTION

TO WITHDRAW, Issued by Judge Alvin K. Hellerstein.

. . . . . Page 120

E. Feb. 12, 2010, NOTICE OF APPEAL TO SOUTHERN

DISTRICT OF NEW YORK, Entered by Appellants.

. . . . . Page 128

F. Sept. 30, 2010, NOTICE OF APPEAL TO 2d CIRCUIT

COURT OF APPEALS, Entered by Appellants. . . . . Page 132

G. May 27, 2009 Hearing Transcript, Testimony of Alfredo

Altavilla at pg. 352.. . . . . Page 136



33/168

APPENDIX A

3



34/168

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

------------------------------------------------------- x

In re

Chrysler LLC, et al.,

Debtors.

::

:

:

::

:

Chapter 11

Case No. 09-50002 (AJG)

(Jointly Administered)

------------------------------------------------------- x

ORDER, PURSUANT TO SECTIONS 105

AND 365 OF THE BANKRUPTCY CODE AND

BANKRUPTCY RULE 6006, (A) AUTHORIZING THE REJECTION

OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES WITH

CERTAIN DOMESTIC DEALERS AND (B) GRANTING CERTAIN RELATED RELIEF

This matter coming before the Court on the Omnibus Motion of Debtors and

Debtors in Possession for an Order, Pursuant to Sections 105, 365 and 5251

of the Bankruptcy

Code and Bankruptcy Rule 6006, (A) Authorizing the Rejection of Executory Contracts and

Unexpired Leases With Certain Domestic Dealers and (B) Granting Certain Related Relief

(Docket No. 780) (the "Motion"),2 filed by the debtors and debtors in possession in the

above-captioned cases (collectively, the "Debtors"); the Court having reviewed (i) the Motion,

(ii) the Second Declaration of Peter M. Grady filed in support of the Motion and attached thereto

as Exhibit B (the "Grady Declaration"), (iii) the other evidence designated into the record by the

Debtors (Docket No. 3645) (collectively, the "Debtors' Designations"), the Committee of

Chrysler Affected Dealers (Docket No. 3276) and other parties, (iv) the objections, statements,

correspondence and other responses filed in response to the Motion (collectively with all

supplements, amendments and joinders thereto, the "Objections") and (v) the Consolidated Reply

1The request that relief under section 525 of the Bankruptcy Code be granted in this order is no longer sought in

connection herewith.2

Capitalized terms not otherwise defined herein have the meanings given to them in the Motion.

4


0")'


35/1682

filed by the Debtors in response to the Objections (Docket No. 3166) (the "Reply"); the Court

having considered the statements of counsel and the evidence adduced with respect to the

Motion, including at hearings before the Court on June 4, 2009 and June 9, 2009 (collectively,

the "Hearing");

THE COURT HEREBY FINDS AND DETERMINES THAT:3

A. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

and 1334.

B. This is a core proceeding pursuant to 28 U.S.C. 157(b) and 1334.

C. Venue is proper in this district pursuant to 28 U.S.C. 1409.

D. Adequate notice of the Motion and the Hearing and an opportunity to be

heard with respect to the relief granted herein was afforded to all necessary and appropriate

interested parties, including, without limitation, the Affected Dealers and the Governmental

Entities.

E. A waiver of the limitations of Bankruptcy Rule 6006(f)(6) is appropriate

and justified with respect to the Motion.

F. Each of the Rejected Dealer Agreements and the Site Control Agreements

(collectively, the "Rejected Agreements") is an executory contract capable of being rejected

under section 365 of the Bankruptcy Code.

G. As reflected in the notice filed by the Debtors on June 3, 2009 (Docket

No. 3478), New Chrysler has designated the Rejected Dealer Agreements as "Excluded

Contracts" under the Purchase Agreement and thereby has (1) determined not to accept an

assignment of any of the Rejected Dealer Agreements, and (2) waived its rights under the

3The Court will issue an opinion regarding the Motion, addressing, among other things, the Objections raised by thevarious parties.

5



36/1683

Purchase Agreement and the Bidding Procedures Order to designate the Rejected Dealer

Agreements for assumption and assignment in the future.

H. The Debtors have implemented a reallocation program under which

qualified new Chrysler, Dodge and Jeep vehicles held by consenting Affected Dealers will be

purchased from these dealers by remaining authorized dealers on terms and conditions

substantially similar to the repurchase of vehicles that otherwise would occur under certain

Dealers Laws upon a termination of a dealership.

I. The rejection of the Rejected Agreements, as set forth herein,

(1) constitutes an exercise of sound business judgment by the Debtors, made in good faith and

for legitimate commercial reasons; (2) is appropriate and necessary under the circumstances

described in the Motion, the evidentiary record, the Grady Declaration, the Debtors' Designations

and the Reply; and (3) is warranted and permissible under sections 105 and 365 of the

Bankruptcy Code and Bankruptcy Rule 6006.

J. To the extent that any Dealer Laws conflict with the terms of this Order or

the impact of the rejection of the Rejected Agreements under the Bankruptcy Code and

applicable case law, such laws are preempted by the Bankruptcy Code, pursuant to the

Supremacy Clause of the United States Constitution.

K. The legal and factual bases set forth in the Motion, the evidentiary record,

the Grady Declaration, the Debtors' Designations and the Reply and at the Hearing establish just

cause for the relief granted, and the findings made, herein.

6



37/1684

NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTED to the extent set forth herein. All Objections,

to the extent not otherwise resolved as set forth herein or on the record of the Hearing, are

OVERRULED.

2. The limitations contained in Bankruptcy Rule 6006(f)(6) are waived with

respect to the Motion.

3. The Debtors are authorized to reject the Rejected Agreements with respect

to the dealership locations identified on Exhibit A attached hereto and incorporated herein by

reference. Effective as of June 9, 2009 (the "Rejection Effective Date"), all such Rejected

Agreements are rejected, pursuant to section 365 of the Bankruptcy Code.

4. All Affected Dealers who wish to assert claims against the Debtors arising

out of or related to the rejection of the Rejected Agreements (collectively, "Rejection Damages

Claims") must file a proof of claim for such Rejection Damages Claims no later than the general

bar date to be established by the Court in these cases under Bankruptcy Rule 3003(c)(3) or make

any administrative claim request by such other applicable deadline, and in accordance with such

other procedures, as may be established by the Court for the assertion of such claims under

section 503(a) of the Bankruptcy Code. If an Affected Dealer fails to file a timely and proper

Rejection Damages Claim or administrative claim request, such Affected Dealer shall be forever

barred, estopped and enjoined from asserting such Rejection Damages Claim or administrative

claim request against the Debtors or voting or receiving distributions under any plan in these

cases on account of such Rejection Damages Claim or administrative claim request. All issues

relating to the allowance, amount, priority and treatment of any Rejection Damage Claim or any

other claim, right or remedy asserted by the Affected Dealers are preserved. The Debtors and

7



38/1685

other parties in interest reserve and retain the right to object to any Rejection Damages Claims or

other claims filed or asserted by the Affected Dealers (including as to allowance, amount,

priority and treatment of such claims), or any other asserted rights or remedies, on any and all

available grounds. None of the evidence provided by the Debtors, Affected Dealers or any other

party in interest that was admitted into evidence in connection with the Motion, the Objections,

the Hearing and this Order shall be treated as res judicata or collateral estoppel as to the Debtors,

their estates, Affected Dealers or any other party in interest, nor shall any such evidence have

preclusive effect on the Debtors, their estates, Affected Dealers or any other party in interest in

connection with any other proceeding, including in connection with the assertion of Rejection

Damage Claims or other claims, rights or remedies by an Affected Dealer. All such evidence, to

the extent admitted, was admitted for the purposes of the Hearing to consider the Motion.

5. Pursuant to sections 365 of the Bankruptcy Code, as a result of the

rejection of the Rejected Dealer Agreements, each Affected Dealer shall have no further rights

(direct, indirect, contractual or otherwise) to act as an Authorized Dealer of the Debtors. As

such, immediately as of the Rejection Effective Date, each such Affected Dealer is no longer

authorized to, among other things:

(a) undertake any advertising, sales, repair or service of any of theDebtors' Products as an Authorized Dealer under the terms of the

Rejected Dealer Agreements;

(b) hold itself out to any third party as an Authorized Dealer of the

Debtors for any purpose; and

(c) display, distribute or otherwise use any signage, promotional orother materials bearing or containing the Debtors' trademarks,tradenames and servicemarks, except that it may use the Debtors'

descriptive brand and vehicle model names solely for the purpose

of identifying and advertising its inventory for sale to the extentpermitted by applicable law for a party that is not an Authorized

Dealer of the Debtors.

8



39/1686

6. This Order shall be immediately effective and enforceable upon its entry.

7. This Court shall retain jurisdiction to resolve all matters relating to the

implementation, enforcement and interpretation of this Order. Without limiting the foregoing,

the Court also shall retain jurisdiction with respect to this Order and the Rejected Agreements

over (a) any actions by the Affected Dealers against the Debtors or the property of their estates,

including, without limitation, any actions in violation of the automatic stay under section 362 of

the Bankruptcy Code; and (b) any Rejection Damages Claims or other claims alleged against the

Debtors' estates, and any objections or defenses thereto.

Dated: New York, New York

June 9, 2009

s/Arthur J. Gonzalez

UNITED STATES BANKRUPTCY JUDGE

9



40/168

EXHIBIT A

DEALER NAME LINESDEALER CODEDEALER ADDRESSMAJORITY OWNER

1099 LLC DT44861DBA VENICE DODGE750 US 41 BYPASS SOUTHVENICE, FL 34292

VERNON G BUCHANAN

1ST AVENUE CHRYSLER INC CDT66637DBA MICKEY CHRYSLER DODGE

1919 DODGE RD NECEDAR RAPIDS, IA 52402-2416

KAREN MICKEY

23 AUTO GROUP, LLC DT45262DBA 23 DODGE1567 STATE RT 23BUTLER, NJ 07405-1820

KEVIN DIPIANO

& D AUTO SALES INC DT43298DBA ALAN WEBB DODGE3712 NE 66TH AVEVANCOUVER, WA 98661

ALAN L WEBB

C MOTORS INC CJ67225395 WEST MERRICK RDVALLEY STREAM, NY 11580-5243

AARON BEECHER

J 23913DBA STEVE SMITH COUNTRY6372 W SUNSET AVENUESPRINGDALE, AR 72762-0760

STEVEN R SMITH

RAHAM BUICK INC CJ67561DBA ABRAHAM CHRYSLER-JEEP1111 BROAD STREETELYRIA, OH 44035

NICHOLAS M ABRAHAM

DAMS FORD COMPANY DTCJ42856DBA ADAMS CHRYSLER COMPANYHIGHWAY 84 EASTLOGANSPORT, LA 71049

LEWIS W ADAMS JT

ALEXANDRIA MOTOR COMPANY J26792DBA ALEXANDRIA JEEP2700 S. WASHINGTON

GRAND FORKS, ND 58201

WESLEY RYDELL

ALLEN SAMUELS ENTERPISESALLEN SAMUELS AUSTIN DODGEINC

DT45068DBA ALLEN SAMUELS DODGE301 OWNE LANEWACO, TX 76710

MIKE LOWRY

ALLEN SAMUELS ENTERPRISES

ALLEN SAMUELS CHRYSLER JEEP

CJ68550301 OWNE LANE

WACO, TX 76710

MIKE LOWRY

ALLEY'S OF KINGSPORT INC DCT42002DBA ALLEY'S CHRYSLER DODGE WORLD2761 E STONE DRKINGSPORT, TN 37660-5860

WALLACE D ALLEY JR

ARAL MOTORS INC C6396640 SO MAIN STNEWTOWN, CT 06470

DANIEL AMARAL

AMBASSADOR AUTO SERV INC J24160525 WEST THIRD STREETMOSCOW, ID 83843-2317

PHILLIP G MACK

ANCHOR MOTOR CO., INC. CDTJ687181120 JEFFREYS DROSCEOLA, IA 50213

WILFRED W REISNGER JR

ANDERSON MOTOR COMPANY INC J239522018 VETERANS MEMORIAL PARKWAYLANETT, AL 36863-4714

WILLIAM E ANDERSON

DREWS FORD INC CDTJ67603DBA ANDREWS CHRY-DODGE-JEEP108 OLD HWY 98 EASTTYLERTOWN, MS 39667

ANSEL L ANDREWS JR

ANTWERPEN CHEVROLET LTD DT44434DBA ANTWERPEN DODGE9420 LIBERTY RDRANDALLSTOWN, MD 21133

JACOB M ANTWERPEN

Page 1 of 40

The Dealership Agreements include, without limitation, all Dealer Sales and Service Agreements and Direct Dealer Agreements entered into witheach Affected Dealer and any amendments, supplements or exhibits to those agreements, as well as all related Ancillary Agreements (including,without limitation, Site Control Agreements). Designations above for "Lines" refer to the linemakes Chrysler ("C"), Jeep ("J") and Dodge ("D") orDodge Truck ("T").

10



41/168


ARCHER CHRYSLER JEEP WEST INC CJ6004216835 KATY FWYHOUSTON, TX 77094-1405

ROBERT P ARCHER

ARCHER CHRYSLER-PLYMOUTH INC CJ66098DBA ARCHER CHRYSLER-PLYMOUTH-JEEP-11614 SOUTHWEST FREEWAYHOUSTON, TX 77031-3696

ROBERT P ARCHER

CHER DODGE INC DT4392812053 SOUTHWEST FREEWAYSTAFFORD, TX 77477

ROBERT P ARCHER SR

ARCHER FINANCIAL HOLDINGS INC CJ60123DBA JIM ARCHER CHRYSLER JEEP19200 NORTHWEST FREEWAYHOUSTON, TX 77065-4715

JAMES E ARCHER

ARNOLD MOTOR SALES INC CDTJ651161134 WEST HWY 60SUPERIOR, AZ 85273-3408

R C ARNOLD

OW FORD INC CJ60080DBA ARROW CHRYSLER JEEP3995 SOUTH 1ST

ABILENE, TX 79605

HOMER S HIGGINBOTHAM

ASBURY AUTOMOTIVE ATLANTA LLC JC26630DBA NALLEY ROSWELL CHRYSLER JEEP622 THIRD AVENUE 37TH FLOORNEW YORK , NY 10017

CHARLES R OGLESBY

ATCHISON AUTOMOTIVE GROUP,INC.

DTCJ45401DBA ATCHISON AUTOMOTIVE GROUP, INC.314 WOODLAWN AVE

ATCHISON, KS 66002-2165

BARCLAY CLOSE

AUFFENBERG CHRYSLER, INC. CJ68628DBA AUFFENBERG CHRYSLER JEEP176 AUTO COURTO'FALLON, IL 62269

JAMES A AUFFENBERG JR

GUSTA DODGE INC DT446151886 GORDON HIGHWAYAUGUSTA, GA 30904-5658

PETER W MANKINS

AUTO NATIONDODGE LLC

DT43776DBA MAROONE DODGE OF MIAMI110 SE 6TH ST.FT. LAUDERDALE, FL 33301

MICHAEL E MAROONE

AUTO NATIONFIRST TEAM JEEP-EAGLE-CHRY-PLYM

JC23984DBA COURTESY CHRY-JEEP OF CASSELBERRY110 SE 6TH ST.FT. LAUDERDALE, FL 33301

MICHAEL E MAROONE

AUTO NATION

MAROONE MANAGEMENTSERVICES, INC.

JCDT26653DBA MAROONE CHRYSLER JEEP DODGE

110 SE 6TH ST.FT. LAUDERDALE, FL 33301

MICHAEL E MAROONE

AUTO NATIONMETRO CHRYSLER JEEP INC

CJ68166DBA COURTESY CHRYSLER JEEP OFSANFORD110 SE 6TH ST.FT. LAUDERDALE, FL 33301

MICHAEL E MAROONE

AUTO NATIONMILLER-SUTHERLIN AUTOMOTIVELLC

DTCJ44212110 SE 6TH ST.FT. LAUDERDALE, FL 33301

MICHAEL E MAROONE

AUTO NATIONSOUTHWEST DODGE LLC

DT44148DBA GO DODGE SOUTHWEST110 SE 6TH ST.FT. LAUDERDALE, FL 33301

MICHAEL E MAROONE

AUTO VILLAGE CADILLAC JEEP, INC J23254DBA HERITAGE AUTO MALL OF BEL AIR

23 WALKER AVEBALTIMORE, MD 21208

JEROME H FADER

OCAL, LLC DT45150DBA PENINSULA DODGE640 VETERANS BOULEVARDREDWOOD CITY, CA 94063

DENNIS E HECKER

Page 2 of 40


11



42/168


AUTOMOBILE INTERNTL CORP DT43683DBA RUTLAND DODGEROUTE 7NORTH CLARENDON, VT 05759

ANTHONY J MICHEL II

AUTONATION - BLEDSOE DODGELLC

DT41548DBA BANKSTON DODGE OF GRAND PRAIRIE110 SE 6TH ST.FT. LAUDERDALE, FL 33301

MICHAEL E MAROONE

AXELROD CHRY-DODGE-JEEP INC DTCJ42691900 BROAD STWADSWORTH, OH 44281-9073

NELSON E AXELROD

XELROD CHRYSLER, INC C68191DBA AXELROD CHRYSLER, INC6767 BROOKPARK ROADPARMA, OH 44129-1200

LAWRENCE AXELROD

B & L DODGE CHRYSLER INC DTCJ41586DBA B & L DODGE-CHRY-JEEP300 CENTER STREETSHAMOKIN, PA 17872-1199

ROBERT A LEFFLER

B.G.R., LLC DT45228DBA DELAND DODGE2322 S WOODLAND BLVDDELAND, FL 32720

GILBERT L DANNEHOWER

BALLARD'S OF CLINTON, INC. CDTJ67904DBA MCKINSEY MOTOR COMPANYINTERSTATE 40 & HIGHWAY 183CLINTON, OK 73601

CHARLES M MCKINSEY

BALLENGER AUTOMOBILE CO DTCJ5816612 ROBERTS STREET

SANFORD, ME 04073-3998

STEVEN H MCCANN

BALZEKAS MOTOR SALES INC CJ82694030 S ARCHER AVECHICAGO, IL 60632-1140

STANLEY P BALZEKAS JR

BARBER BROS MOTOR CO INC CDTJ675351339 NORTH MAIN STREETSPANISH FORK, UT 84660-2411

FRED R BARBER

BARBERA CHEVROLET INC CDTJ67128DBA BARBERA CHRYSLERHWY #1 NORTHNAPOLEONVILLE, LA 70390

ROBERT A BARBERA

BARRY DODGE INC DTCJ577094579 S MAIN STBROCKPORT, NY 14420

ANDREW RIEXINGER

BATTLEFIELD MOTORS, LLC J26748DBA BATTLEFIELD JEEP1300 RICHMOND ROAD

CHARLOTTESVILLE, VA 22911

STEPHEN FAY

BAUM BOULEVARD ENTERPRISES,INC.

DTCJ45277DBA DAY'S BAUM BOULEVARD DODGE5625 BAUM BLVDPITTSBURGH, PA 15206-3701

WILLIAM E NUMRICH

BAUMGARDNER MOTORS INC DT54368DBA HOLLERN & SONS DODGE402 17TH STREETWINDBER, PA 15963-1720

WILLIAM P HOLLERN

BAY BRIDGE DODGE CHRYSLERJEEP,

JCDT26784DBA BAY BRIDGE CHRYSLER JEEP DODGE2735 BROADWAYOAKLAND, CA 94612-3109

BOBBY ALI

BEACON SALES INC CDTJ385131285 LANSING RDCHARLOTTE, MI 48813-8402

ELDON D HOWE

BECKMAN MOTOR CO INC C8434PENN AVE AND SCHOOL WAYMT OLIVER, PA 15210ALBERT E BECKMAN

BEECHER INC CDTJ68962HWY 59 SOUTHSHENANDOAH, IA 51601

DEAN R BEECHER

BEE'S CHEVY-OLDS INC DTCJ42817DBA BEE'S MOTORS2100 SOUTH U S 27ST JOHNS, MI 48879

JEFFRY R FELDPAUSCH

Page 3 of 40


12



43/168


BEHREND GARAGE INC DT43862DBA IMMEL MOTORS1279 S US HIGHWAY 87FREDERICKSBURG, TX 78624-5283

ALTON R IMMEL

BEL AIR DODGE INC DT44018DBA SCHAEFER & STROHMINGER DODGE4212 RIDGE RDBALTIMORE, MD 21047

LOUIS M SCHAEFER

BELL MCCALL COMPANY CDTJ67498300 WEST MAIN STREETHAMILTON, MT 59840

ROBERT N MILLER

BELLE MEAD GARAGE INC CJ98272454 ROUTE 206BELLE MEAD, NJ 08502-4016

ROY K HIGGINS

BELVIDERE MOTORS INC DT646021201 NORTH STATE STREETBELVIDERE, IL 61008

ROBERT L DIXON

BENNETT AUTOPLEX INC J23650651 SOUTH OHIOSALINA, KS 67401-3395

RALPH BENNETT

BENSON MOTOR INCORPORATED DT43970100 S 16TH STAMES, IA 50010-8010

CARL E BENSON

BERGEY'S INC DT44755DBA BERGEY'S DODGE1201 N BROAD STLANSDALE, PA 19446

KEVIN R BERGEY

BERLIN CHRYSLER INC C6505294 W WHITE HORSE PIKE

BERLIN, NJ 08009-1290

LAWRENCE I GORIN

BERO MOTORS INC J237565273 HIGHWAY 2 AND 41ESCANABA, MI 49829

ROBERT J BERO

BERRANG PONTIAC CADILLAC GMC CDTJ68403DBA BERRANG CHRYSLER DODGE JEEP201 LEW DEWITT BLVDWAYNESBORO, VA 22980-1663

PATRICK E BERRANG

BERT OGDEN HARLINGEN MOTORSINC

CDT68521602 W JACKSONHARLINGEN, TX 78550-6467

ROBERT C VACKAR

BEYER MOTOR COMPANY INC CDTJ6113510 MAIN STREETGRIDLEY, KS 66852

KIM M BEYER,JT&

BIEGLER'S INC J236611502 6TH AVE SWABERDEEN, SD 57401-3703

STEVE BIEGLER

BIG VALLEY FORD-LINCOLN-MERCURY

DTCJ44551DBA BIG VALLEY CHRYSLER/DODGE INC26730 HIGHWAY 50 WESTLAJUNTA, CO 81050

LARRY D MILES

BILL HELLMAN MOTOR CO CDTJ66760DBA HELLMAN MOTOR CO750 EAST HIGHWAY 92DELTA, CO 81416-3495

RALPH W HELLMAN

BILL LYONS CAR COMPANY DT422803851 4TH STREET SWMASON CITY, IA 50401

JOHN M HOSMER

BILL SPURLOCK DODGE INC DT43024351 FOURTH AVENUEHUNTINGTON, WV 25701-1223

WILLIAM S SPURLOCK

BIRMINGHAM CHRYSLERPLYMOUTH INC

CJ63747DBA BIRMINGHAM CHRY PLYM JEEP EAGLE2100 W MAPLE RDTROY, MI 48084-7128

RICHARD MEALEY

BLACKFOOT MOTOR CO. INC. J26753DBA BLACKFOOT MOTOR CO. INC.369 WEST BRIDGE STREETBLACKFOOT, ID 83221

STEVEN B WACKERLI

BOARDWALK AUTO CENTER INC JC24202DBA BOARDWALK CHRYSLER PLYMOUTH JEEP1 BAIR ISLAND ROADREDWOOD CITY, CA 94063-2764

JAMIE G KOPF

Page 4 of 40


13



44/168


BOB CARVER'S CARS & TRUCKS INC DTCJ445501000 HIGHWAY 71 NORTHMENA, AR 71953

ROBERT A CARVER

BOB DANCE DODGE INC DT412913775 NORTH HIGHWAY 17-92SANFORD, FL 32773

ROBERT SCOTT DANCE

BOB KAVIC CHRYSLER PLYMOUTHDODGE

JCDT26301ROUTE 28HERKIMER, NY 13350-1044

ROBERT J KAVIC

BOB LUEGERS MOTORS INC J237231050 WERNSING RDJASPER, IN 47546-8129

ROBERT T LUEGERS

BOB MAYBERRY CHRY-DODGE-JEEP INC

DTCJ571593220 HIGHWAY 74 WESTMONROE, NC 28110

ROBERT P MAYBERRY JR

BOB RIDINGS FORD INC JC23740DBA BOB RIDINGS INC931 SPRINGFIELD ROADTAYLORVILLE, IL 62568-1220

ROBERT R RIDINGS

BOB RIDINGS IN JACKSONVILLE INC J266491110 W MORTONJACKSONVILLE, IL 62650

ROBERT R RIDINGS

BOB RIDINGS LINC-MERC INC J26543DBA BOB RIDINGS JEEP-EAGLE3103 NORTH 22ND STREETDECATUR, IL 62526-2194

ROBERT R RIDINGS

BOB ROHRMAN MOTORS, INC J23349DBA BOB ROHRMAN JEEP EAGLE701 SAGAMORE PKWY S

LAFAYETTE, IN 47905-4730

ROBERT V ROHRMAN

BOB TAYLOR JEEP INC J239805665 N AIRPORT PULLING RDNAPLES, FL 34109

ROBERT M TAYLOR

BOBBY TRENT MOTORPLEX INC DTCJ43988DBA MUSTANG COUNTRY600 WEST BROADWAYDENVER CITY, TX 79323

BOBBY G TRENT

BOE CHRYSLER CENTER INC JCDT23695115 STATE STREETWEST CONCORD, MN 55985

PETER B.BOE

BOLLINGER'S INC DTCJ25078208 LINCOLN AVENUELAKEVIEW, MI 48850-9779

BILL F BESEMER

BONDY'S FORD INC J23934DBA BONDY'S JEEP3615 ROSS CLARK CIRLCE

DOTHAN, AL 36303

FRANCES BONDY

BOUCHER IMPORTS INC C68396DBA FRANK BOUCHER CHRYSLER4141 S. 108TH STREET HWY 100

GREENFIELD, WI 53228

FRANK A BOUCHER

BOWEN BROS. J2303731 PARK STLIVERMORE FALLS, ME 04254-1319

ALFRED FULLER

BOWLING GREEN LINCOLN-MERCURY,

J23380DBA BOWLING GREEN JEEP1079 N MAIN STBOWLING GREEN, OH 43402-1302

CARL E HEFFERNAN JR

BP AUTOMOTIVE, LP. CDT60254DBA BOSSIER DODGE2405 N. INTERSTATE 35EWAXAHACHIE, TX 75165

SCOTT BOSSIER

BRAEGER CHRYSLER JEEP CJ683836133 S 27TH STMILWAUKEE, WI 53221-4836

TODD M REARDON

BREHM GROUP INCORPORATED C68069DBA RUSSWOOD CHRYSLER8350 O STREETLINCOLN, NE 68510-2676

DAVID C LIVINGSTON

Page 5 of 40


14



45/168


BRIGGS AUTO GROUP INC J26023DBA BRIGGS JEEP2600 AUTO LANEMANHATTAN, KS 66502

RUSSELL K BRIGGS

BROTHER'S MOTORS INC CDT68771DBA DIAMOND DODGE-CHRY-PLYM350 N SWITZER CANYON DRFLAGSTAFF, AZ 86001

DARRYL R SACKS

BROWN & WOOD AUTO LLC J26490DBA BROWN & WOOD JEEP603 SW GREENVILLE BLVD

GREENVILLE, NC 27834

THOMAS B BROWN

BROWNFIELD C-D-J PRODUCTS L.P. CDTJ60203DBA STANLEY1704 LUBBOCK RDBROWNFIELD, TX 79316

GAINES B STANLEY JR

BROWN'S CHRYSLER-JEEP-DODGE,INC.

DTCJ42363DBA BROWN'S CHRYSLER-JEEP-DODGE, INC.225 SOUTH MAYO TRAILPAINTSVILLE, KY 41240

MICHAEL L BROWN

BRUCE CAMPBELL DODGE INC DT4310214875 TELEGRAPHREDFORD, MI 48239

BRUCE A CAMPBELL

BUD BROWN CHRYSLER INC C625299101 METCALFOVERLAND PARK, KS 66212-1499

PHILLIP J BROWN

BUD CLARY J24145DBA BUD CLARY JEEP961 COMMERCE AV

LONGVIEW, WA 98632

JAMES E CLARY

BUDDY JONES FORD LINCOLNMERCURY

CDTJ68500DBA BUDDY JONES CHRY-PLYM-DODGE-JEEP1601 HIGHWAY 82 WESTGREENWOOD, MS 38930

JAMES A JONES

BURGUNDER MOTORS INC DT566343000 WASHINGTON PIKEBRIDGEVILLE, PA 15017

GREGORY E BURGUNDER

BURKE AUTOMOTIVE GROUP, INC. JDT23581DBA NAPERVILLE JEEP/DODGE3300 OGDEN AVENUELISLE, IL 60532-1677

EDWARD J BURKE

BURKE BROTHERS INC CJ68096519 STONE HARBOR BOULEVARDCAPE MAY COURT HOUSE, NJ 08210-2417

DAVID A BURKE

BURT DGE CHRY JEEP IN PARKER,

INC.

CDTJ60306DBA BURT DGE CHRY JEEP IN PARKER, INC.

9900 TWENTY MILE RDPARKER, CO 80134-4938

LLOYD G CHAVEZ, JR

BUTTS PONTIAC-CADILLAC INC J24190DBA BUTTS JEEP-EAGLE4 HEITZINGER PLAZASEASIDE, CA 93955-3613

DONALD C BUTTS

BY FISHEL'S JEEPS INC JC23190DBA FISHEL CHRYSLER JEEP2980 CAPE HORN ROADRED LION, PA 17356

JEFFREY B FISHEL

BYERS DUBLIN DODGE LLC DT443336851 VILLAGE PARKWAYDUBLIN, OH 43017

GEORGE W BYERS JR

BYRNE MOTORS INC CJ6413331 WEST BROADWAYPRINCETON, IN 47670-2001

MARTHA H BYRNE

C F SCHWARTZ MOTOR CO INC C87891536 N DUPONT HWYDOVER, DE 19901ROBERT A SCHWARTZ

CAMPBELL MOTORS INC JCDT241401550 NORTH FIRST STREETHERMISTON, OR 97838

LARRY R CAMPBELL

CANNON CHRYSLER DODGEJEEP,INC

DTCJ44153DBA CANNON CHRYSLER DODGE JEEP,INC2017 JESSE JAMES ROADEXCELSIOR SPRINGS, MO 64024

GUY R CANNON

Page 6 of 40


15



46/168


CANTON MOTORS INC CDTJ67252I-20 & HWY 19CANTON, TX 75103

DONALD R BARRIER

CAPE COUNTY AUTOPARK I INC DTCJ43923DBA AUFFENBERG CHRYSLER DODGE JEEP611 S KINGSHIGHWAY STCAPE GIRARDEAU, MO 63703-7603

CHRIS G AUFFENBERG

CARDENAS MOTORS INC DT427531500 NORTH EXPRESSWAYBROWNSVILLE, TX 78521

R E CARDENAS

CARLISLE CHEVROLET COMPANYINC

J23904DBA CARLISLE JEEPIH 35E AND US 287 BYPASSWAXAHACHIE, TX 75165

F BLANKENBECKLER III

CARLSONS MOTOR SALES INC C6508513 MANCHESTER STCONCORD, NH 03301-5106

BERGER H CARLSON

CARMACK CAR CAPITAL, INC CJ667693722 N VERMILION STDANVILLE, IL 61832-1266

GARY W KNIGHT

CARSON AUTOMOTIVE INC J26667DBA CARSON JEEP3390 S CARSON STCARSON CITY, NV 89701-5537

LAWRENCE AXELROD

CARSON CJ, LLC CJ60238DBA CAR PROS CHRYSLER JEEP21126 AVALON BLVDCARSON, CA 90745-2203

KENNETH M PHILLIPS

CARTWRIGHT FORD INC DTCJ42895DBA CARTWRIGHT MOTORS909 N SECOND STBOONEVILLE, MS 38829-1313

GEORGE G CARTWRIGHT

CASCADE CHEVROLET COMPANY J26488DBA CASCADE AUTOCENTER150 EASY STREETWENATCHEE, WA 98801

STEPHEN J BALDOCK

CEDRIC THEEL INC DT431453955 TRENTON DR.BISMARCK, ND 58503

CEDRIC K THEEL

CENTURY DODGE INC DT4218913500 TELEGRAPH ROADTAYLOR, MI 48180-4691

COLEEN

OLD CARCO, LLC (APPEAL - 2nd CIRCUIT - APPELLANTS' BRIEF - Transport Room

Documents

Transcript of OLD CARCO, LLC (APPEAL - 2nd CIRCUIT - APPELLANTS' BRIEF - Transport Room