Crawford was also the chief officer of each of the Debtors and Chairman of each of the Debtors' Boards of Directors until March 18, 2003. Dotson ("Dotson") was a founder and a major shareholder of JRCC. The Court finds that this was sufficient notice under Pen Holdings and that the motions filed by the insider defendants should be denied as well. Third-party liabilities of the combined companies are satisfied from the pooled assets.
In addition, the adversary complaint named as defendants J. The matter is now before this Court on motions to dismiss filed by the defendants listed below pursuant to Rule 7012 of the Federal Rules of Bankruptcy Procedure. Crawford ("Crawford") was a founder and a major shareholder of JRCC. Mac Cauley, First Reserve Corporation, First Reserve Fund V, L. The defendants filed their motions pursuant to Fed. In addition to the known claims (that were set forth in great detail), the Plan further stated that "the foregoing list of Identified Actions and potential defendants is not exhaustive and if a specific Trust Cause of Action or defendant is not identified in this list, it is because such Trust Cause of Action and/or defendant is not known to the Committee at this time." Similar language was contained in the Disclosure Statement. Substantive consolidation eliminates the intercompany liabilities and combines the assets of separate corporations.
In March 2003, Debtor James River Coal Company ("JRCC") and its twenty-one subsidiaries (collectively, "the Debtors") filed voluntary bankruptcy petitions (the "Petitions") under Chapter 11 of the Bankruptcy Code. Accordingly, as to the Trustee's claims seeking to avoid transfers within the 90 days prior to bankruptcy, the Court finds that sufficient notice was given in the debtors' Plan and Disclosure Statement to preserve the Trustee's causes of action, and thus, these actions are not barred by res judicata.  The Reorganization Plan, § 1.1(10), defined "Causes of Action" as "all rights, claims, causes of action, defenses, debts, demands, damages, obligations, and liabilities of any kind or nature under contract, in tort, at law, or in equity, known or unknown, contingent or matured, liquidated, and all rights and remedies with respect thereto, including, without limitation, causes of action arising under Chapter 5 of the Bankruptcy Code or similar state statutes."  The Reorganization Plan, § 1.1(92), defined "Retained Actions as "all Causes of Action of the Debtors to enforce all rights related to the business affairs of the Reorganized Debtors with respect to the property interests that will vest in the Reorganized Debtors pursuant to the provisions of the Plan, including, but not limited to accounts, receivables, contract rights, leases, chattel paper, inventory, machinery, equipment, other tangible and intangible personal property, and all real property interests."  The Court notes that the appeal to the decision of the Tennessee Bankruptcy Court was voluntarily withdrawn. It certainly does not appear from this line of cases that Tennessee has adopted the 1988 revision to the Restatement. Furthermore, there is no concern about forum shopping in this case.
For reasons set forth below, the Court will deny the motions in part and grant the motions in part. Finally, the debtors' Statements of Affairs identified payments made by the debtors within 90 days before the bankruptcy. Judy's Foods, Inc., , declined to apply Tennessee law, and chose to rely on federal law instead, in order to apply the revised version of Section 142 of the Second Restatement of Conflicts. Malice, intent, knowledge, and other condition of mind of a person may be averred generally." See Fed.
The purchase price was calculated in accordance with the formula found in the put option agreements. Count 14 must therefore be dismissed as to the Outside Directors. The Court will deny Crawford's motions to dismiss counts 1, 2, 3, 5, 6 and 12 to the extent that the Trustee seeks to avoid the releases Crawford received as part of the Crawford Settlement Agreement or to the extent that the Trustee seeks to recover property that Crawford may have received outside of the modified Crawford Settlement Agreement. Coal, Varney and Tellmann to dismiss count 7 as to them. The Court will grant the motion of First Reserve to dismiss count 8 as against First Reserve and the motion of the Outside Directors to dismiss count 14 as against the Outside Directors. All of the other motions to dismiss will be denied. After reviewing the voluminous pleadings and memoranda, which were well written by all sides, and after the argument of counsel, the Court finds that the motions by the general preference defendants and the insider defendants should be denied. Board to be incurred by the Debtors, thereby deepening their insolvency.