# Opposition Brief — Saudi American Bank v. SWE&C Liquidating Trust

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URL: https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40386017_1065%3A2

## Record

- **Collection:** Supreme Court brief
- **Document type:** Opposition Brief
- **Published:** January 1, 2010
- **Citation:** 559 U.S. 936

## Text

ED.

C=C 38 2273

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ip _ CFFICE OF THE CLER:<
No. 09-394

In the Supreme Court of the Gnited States

SAUDI AMERICAN BANK,

Petitioner,
Vv.

SWE&C LIQUIDATING TRUST, successor-in-interest to
STONE & WEBSTER ENGINEERING CORP.,

Respondent.

On Petition for a Writ of Certiorari to the
United States Court of Appeals
For the Third Circuit

BRIEF IN OPPOSITION

James E. Houpt Lorraine S. McGowen
Counsel of Record ORRICK, HERRINGTON &

ORRICK, HERRINGTON & SUTCLIFFE LLP
SUTCLIFFE LLP 666 Fifth Avenue

400 Capitol Mall New York, NY 10103

Suice 3000 Telephone: (212) 506-5000

Sacramento, CA 95814 Facsimile: (212) 506-5151

Telephone: (916) 329-7949

Facsimile: (916) 329-4900

Counsel for Respondent

December 30, 2009

LIST OF PARTIES AND CORPORATE
DISCLOSURE STATEMENT PURSUANT TO .
SUPREME COURT RULE 29.6

The SWE&C Liquidating Trustee is the court-
appointed trustee of the SWE&C Liquidating Trust
(“Trust”). The Trust is not a corporation. However,
among other creditors, shareholders of the formerly
publicly traded Stone & Webster, Incorporated, are
indirect beneficiaries of the Trust through claims
heid by the Consolidated SWINC Estate.

No other party listed as a Respondent in
Petitioner’s case caption participated in the relevant
motion proceedings or appeals in the lower courts.

TABLE OF CONTENTS

LIST OF PARTIES AND CORPORATE
DISCLOSURE STATEMENT

TABLE OF CONTENTS

TABLE OF AUTHORITIES

STATUTES INVOLVED

iis dusvensevevisesesxeacssrvecesenssersvesoves 3
STATEMENT OF THE CASE

REASONS FOR DENYING THE PETITION

A. No Circuit Split Exists On The Issue That
Petitioner Wants This Court To Decide: An
Individual Creditor’s Unconditional Right
To Intervene In Adversary Proceedings. ........

~~

. The Dearth Of Circuit Cases On The Issue
Of A Committee’s Right To Intervene Does
Not Validate Petitioner’s Claim That
A Creditor’s Right To Intervene Is An
Important Question Of Federal Law.............11

CONCLUSION. ..............:.... iaesihtrietesinin shes

RESPONDENT'S APPENDIX:
Transcript of Proceedings,
April 25, 2006........ ee, |

TABLE OF AUTHORITIES

Cases

Ashcroft v. Iqbal,
129 S. Ct. 1937 (2008)

Fuel Oil Supply & Terminaling v. Gulf Oil Corp..,
762 F.2d 1283 (5th Cir. 1985)

Iridium India Telecom Ltd. V. Motorola, Inc.
(In re Iridium Operating, LLC),
329 B.R. 403 (S.D.N.Y. 2005)

Kowal v. Malkemus (In re Thompson),

OGD F.2e LIDS CISC Car. LOGE) on cccccessccssvesesessscsssene 10

Official Unsecured Creditors’ Comm. v. Michaels
(In re Marin Moior Oil, Inc.),
689 F.2d 445 (3d Cir. 1982).............. Een armen re 9

Phar-Mor, Inc. v. Coopers & Lybrand,
22 F.3d 1228 (3d Cir. 1994)

Richman v. First Woman’s Bank Un re Richman),
1046 FS GEE COE CAP, TBBT). ccnsescocccccscccocsccsccnseces 10

Smart World Techs., Inc. v. Juno Online Svcs., Inc.
(In re Smart World Techs., LLC),
423 F.3d 166 (2d Cir. 2005)......... LPR At aA 10

TABLE OF AUTHORITIES

Cases
(Contd.)

Page

SWE&C Liquidating Trust v. Saudi Arabian Oil Co.

(In re Stone & Webster, Incorporated),
373 B.R. 353 (Bankr. D. Del. 2007)

Term Loan Holder Comm. v. Ozer Group,
L.L.C. (In re Caldor Corp.),
303 F.3d 161 (2d Cir. 2002)

Vermejo Park Corp. v. Kaiser Coal Corp.
(In re Kaiser Steel Corp.),

998 F.2d 783 (10th Cir. 1993)........ aetna

Statutes & Rules
11 U.S.C. § 1102

11 U.S.C. § 1108 ...cecccsedecseeceeseee ree

11 U.S.C. § 1109
Internal Operating Procedures, 3d Cir., !

Supreme Court Rule 14

Secondary Authority

Chas. Alan Wright, et al.,

sebise nachos 11

pameneeneds 2,8

7-8, 9, 10

Federal Practice and Procedure (3d ed. 2007)

STATUTES INVOLVED
Title 11, United States Code

§ 1102. Creditor’s and equity security holders’
committees

(a) (1) Except as provided in paragraph (8), as
soon as practicable after the order for relief under
chapter 11 of this title, the United States trustee
shall appoint a committee of creditors holding
unsecured claims and may appoint additional
committees of creditors or of equity security holders
as the United States trustee deems appropriate.

(2) On request of a party in interest, the court
may order the appointment of additional committees
of creditors or of equity security holders if necessary
to assure adequate representation of creditors or of
equity security holders. The United States trustee
shall appoint any such committee.

(3) On request of a party in interest in a case
in which the debtor is a small business debtor and
for cause, the court may order that a committee of
creditors not be appointed.

(4) On request of a party in interest and after
notice and a hearing, the court may order the United
States trustee to change the membership of a
committee appointed under this subsection, if the
court determines that the change is necessary to
ensure adequate representation of creditors or equity
security holders. The court may order the United
States trustee to increase the number of members of

a committee to include a creditor that is a small
business concern (as described in section 3(a)(1) of
the Small Business Act [15 USC § 632(a)(1)]), if the
court determines that the creditor holds claims. (of
the kind represented by the committee) the
aggregate amount of which, in comparison to the
annual gross revenue of that creditor, is
disproportionately large.

§ 1103. Powers and duties of committees

(c) A committee appointed under section 1102 of
this title [11 USC § 1102] may —

(1) consult with the trustee or debtor in
possession concerning the administration of the case;

(2) investigate the acts, conduct, assets,
liabilities, and financial condition of the debtor, the
operation of the debtor’s business and _ the
desirability of the continuance of such business, and
any other matter relevant to the case or to the
formulation of a plan;

(3) participate in the formulation of a plan,
advise those represented by such committee cf such
committee’s determinations as to any plan
formulated, and collect and file with the court
acceptances or rejections of a plan;

(4) request the appointment of a trustee or
examiner under section 1104 of this title [11 USC
§ 1104]; and

(5) perform such other services as are in the
interest of those represented.

INTRODUCTION

If this were the time to resolve a split among
three circuit courts about the right of official
committees in bankruptcy cases to intervene in
adversary proceedings, this is not the case to
accomplish that task. Petitioner Saudi American
Bank has seized on that split to create the
appearance of an issue worthy of certiorari — but
Petitioner has advanced no reason why it, as an
individual creditor, should claim the same rights as
official committees to intervene in adversary
proceedings, a conclusion that no circuit court has
yet advanced.

Not only are the facts of this case the wrong facts
to resolve the split, the split does not even present
itself in the underlying case. The only way that this
Court can consider the split is by deciding: (1) that
the Third Circuit did not follow its own alleged “rule”
that differs from the Fifth Circuit’s “rule”; (2) that
the Third Circuit should have followed its own
“rule”; and (3) that if the Third Circuit had followed
that “rule,” the Third Circuit’s holding would be
contrary to the Fifth Circuit “rule.” But the “rules”
arise under facts that diverge too sharply from the
facts of this case to allow anything but a theoretical
discussion of the circuit split. Certiorari is not
appropriate in this case.

STATEMENT OF THE CASE

Petitioner Saudi American Bank had long since
resolved its own claim against any debtor in the
bankruptcy case when Petitioner attempted: to
intervene in an adversary proceeding pending in the
United States Bankruptcy Court for the District of
Delaware, one month after hearing about a possible
settlement in the proceeding. As Petitioner
implicitly concedes, it was motivated solely to hijack
a settlement that seemed to have been reached
between a debtor in the bankruptcy case, Stone &
Webster Engineering Corporation (“SWEC”), and
Saudi Arabian Oil Company (“Aramco”). Petitioner
did not claim to have any evidence, experience, or
knowledge to help prosecute or defend SWEC’s
claims. Petitioner’s sole justification for intervening
was its claim to have a perfected security interest in
proceeds of any settlement.

Two years later in 2004, the initial proposed
settlement was history and Respondent, the SWE&C
Liquidating Trust (“Trust”), succeeded to SWEC’s
interests to resolve all remaining claims against
SWEC and to prosecute SWEC’s claims against third
parties for the benefit of SWEC’s creditors. The
Trust assumed control of the adversary proceeding
against Aramco. When the bankruptcy court sought
an update on the case, counsel for the Trust
announced in court that the Trust intended to file an
amended complaint, and advised that Aramco
intended to pursue its long-dormant motion to
withdraw the reference. The bankruptcy court,
however, ordered mediation

When Petitioner learned in 2006 that the Trust
and Aramco had agreed to terms of a new tentative
settlement following mediation and long, difficult
negotiations, Petitioner demanded that the
bankruptcy court’ hear Petitioner’s motion to
intervene filed four years earlier.

The bankruptcy court’s decision! establishes why
intervention was inappropriate: Documents attached
to and referenced in the complaint-in-intervention,
and even documents and declarations submitted to
support intervention, did not show that. Petitioner
had perfected a security interest that could attach to
any settlement — facts and conclusions reiterated by
the bankruptcy court in a later decision. See
SWE&C Liquidating Trust v. Saudi Arabian Oil Co.
(In re Stone & Webster, Incorporated), 373 B.R. 353,
364 (Bankr. D. Del. 2007) (“At the hearing on
SAMBA’s intervention motion, SAMBA’s counsel did
not attempt to validate the assignment under Saudi
law, or any other law. Thus, I conclude again that
SAMBA has not proved that it has a perfected
security interest in the contract proceeds.”)

1 Though this Court’s rules required Petitioner to provide “[a]n
appendix containing the opinions, orders, findings of fact,
and conclusions of law, whether written or orally given and
transcribed” (Sup. Ct. R. 14(i) (emphasis added)), Petitioner
inexplicably omitted the bankruptcy court's detailed analysis at
the hearing on Petitioner's motion to intervene (See
Respondent’s Appendix (Transcript of Proceedings, April 25,
2006).) Petitioner included only the bankruptcy court's order
resulting from that decision. (See Petition, Appendix D at 14a.)

Petitioner’s failure to present authority or
evidence at any stage of the proceedings that it
perfected a security interest under any applicable
law doomed all of Petitioner’s intervention theories.
See 7C Chas. Alan Wright, et al., Federal Practice
and Procedure § 1914 at 523 (3d ed. 2007)
(instructing that a proposed complaint-in-
intervention “must state a good claim for relief”).
Petitioner argued in response only that the
bankruptcy court had to accept Petitioner's
conclusory allegation that it had a perfected security
interest — an argument that this Court seemingly
foreclosed when it held that courts should not accept
conclusory legal allegations where the facts do not
support the allegations. See Ashcroft v. Iqbal, 129 S.
Ct. 1937, 1949 (2008) (“[T]he tenet that a court must
accept as true all of the allegations contained in a
complaint is inapplicable to legal conclusions.”).

The Third Circuit was no more impressed by
Petitioner's claim of a perfected security interest, but
affirmed on the basis that even a perfected interest
in litigation proceeds does not justify intervention.
(See Petition, Appendix A at 4a (“Even granting a
charitable interpretation to the assignment on which
SAMBA relies to justify its intervention, this Court
agrees with the District Court and the Bankruptcy
Court before it that having a claim to proceeds of
collateral does not entitle a party to intervene.”
(emphasis added)).) Nevertheless, Petitioner argues
that it is entitled to intervene in the action between
the Trust and Aramco even if SAMBA cannot
demonstrate a cognizable claim in the litigation

REASONS FOR DENYING THE PETITION

Petitioner argues that the Third Circuit was
wrong to find that an interest in proceeds of
litigation is insufficient in itself to justify
intervention. Petitioner ignores the bankruptcy
court’s findings that Petitioner failed to prove a
perfected interest “under Saudi, or any other law.”
SWE&C Liquidating Trust, 373 B.R. at 364.
Pushing aside these grounds for finding its case for
intervention to be deficient, Petitioner argues for
certiorari to resolve “an important question of
federal law on which the circuit courts are split.”
(Petition at 10.) The circuit split is illusory on the
facts of Petitioner’s case, however. Even on facts

that are far more compelling than Petitioner’s case,
the history of the issue does not show it to be an
important question of federal law.

A. No Circuit Split Exists On The Issue That
Petitioner Wants This Court To Decide:
An Individual Creditor’s Unconditional!
Right To Intervene In Adversary
Proceedings.

Petitioner's theory relies upon a broad reading of
Bankruptcy Code § 1109(b)

A party in interest, including the debtor, the
trustee, a creditors’ committee, an equity
security holders’ committee, a creditor, an
equity security holder, or any indenture trus
tee, may raise and may appear and be heard
on any issue in a case under this chapter

11 U.S.C. § 1109(b).”

Petitioner argues that the right “to appear and be
heard” entitles any listed “party in interest” to
intervene in any adversary proceeding without
showing any protectable interest in the proceeding.
However, the circuit cases that Petitioner cites for
its theory limit their holdings to the narrow context
of intervention by official committees, appointed by
the United States Trustee, to represent the interest
of a specific constituency in the bankruptcy case.
See, e.g., 11 U.S.C. § 1102(a) (requiring United
States Trustee to appoint committees); 11 U.S.C.
§ 1103(c) (listing powers and duties of committees,
including the performance of “such . . . services as
are in the interest of those represented”).

The Second and Third Circuits have not extended
their holdings beyond committees, and both circuits
explicitly justify the holdings by the unique role that
committees play in a Chapter 11 case:

Section 1109(b) 1s an important monitoring
tool at the disposal of the _ creditors’
committee. Intervention under that section
appears to be appropriate to the extent it
will: (1) minimize the need for extensive
judicial oversight, (2) speed the debtor's
successful reorganization, and (3) allow the
creditors’ committee to exert enough leverage

2 This section applies only to so-called reorganization cases
under Chapter 11 of the Bankruptcy Code, and not to
liquidation cases under Chapter 7. See 11 U.S.C. § 1109(b)
(limiting application “to a case under this chapter’)

on the debtor-in-possession so that the
debtor-in-possession does not use _ its
extensive flexibility and discretion in a
Chapter 11 reorganization to compromise the
creditors’ interests. In short, interests of
efficiency and fair play underlie § 1109(b),
and the driving force behind the Marin
decision [Official Unsecured Creditors’
Comm. v. Michaels (In re Marin Motor Oil,
Inc.), 689 F.2d 445 (3d Cir. 1982))] was the
belief that allowing intervention — into
adversary proceedings would best serve
those interests.

Term Loan Holder Comm. v. Ozer Group, L.L.C. (In
re Caldor Corp.), 303 F.3d 161, 175-76 (2d Cir. 2002)
(quoting Phar-Mor, Inc. v. Coopers & Lybrand, 22
F.3d 1228, 1240 (3d Cir. 1994)). The cases may
discuss “creditors” in their broad strokes, but the
Second and Third Circuit justify intervention by the
responsibility of committees to police a case for the
benefit of their constituency. Thus, Petitioner’s case
is a poor choice to decide if committees have an
unconditional right to intervene.

On an individual creditor's unconditional right to
intervene, an issue not yet addressed by any circuit
court in a precedential opinion, the question is far
from ripe for review by this Court. Given the Third
Circuit’s rejection of Petitioner’s arguments, even
when Petitioner argued that Phar-Mor and Marin
bound the Third Circuit, the Third Circuit clearly
did not see either case as binding precedent on the
narrow issue in Petitioner's case.

10

No less so in the Second Circuit, “the scope of the
unconditional intervention right of a party in
interest as enunciated by .. . Caldor’ remains
unclear.” Smart World Techs., Inc. v. Juno Online
Sucs., Inc. (In re Smart World Techs., LLC), 423 F.3d
166, 181 (2d Cir. 2005) (quoting Jridium India
Telecom Ltd. V. Motorola, Inc. (In re Iridium
Operating, LLC), 329 B.R. 403, 406 (S.D.N.Y. 2005));
see also In re Iridium India Telecom, 329 B.R. at 406
(“[T]his Court need not address the question of
whether such right extends to a situation in which
the proposed intervenor does not seek to assert
claims or defenses in the underlying litigation.”).

Given the lack of any opinion by any other circuit
court on Petitioner’s narrow issue, no circuit split
currently exists on the issue of a creditor's right to
intervene.”

3 Petitioner cites three cases for the proposition that “other
Courts of Appeals . . . have indicated in dicta that they agree
with the Fifth Circuit’s conclusion” in Fuel Oil Supply &
Terminaling v. Gulf Oil Corp., 762 F.2d 1283, 1287 (5th Cir.
1985). (Petition at 14.) However, two of the three cases are
Chapter 7 cases where Bankruptcy Code § 1109 is
unambiguously inapplicable. See Richman uv. First Woman's
Bank (In re Richman), 104 F.3d 654, 658 (4th Cir. 1997)
(considering Fuel Oil Supply's reasoning persuasive on the
issue of intervention in a Chapter 7 case); Kowal v. Malkemus
(In re Thompson), 965 F.2d 1136, 1142 n.8 (ist Cir. 1992)
(holding that a creditor was not entitled to intervene-of-right in
a Chapter 7 case; comparing the holding of Fuel Oil Supply
with a Southern District of New York case that rejected Fuel
Oil Supply’s analysis). The sole Chapter 11 case involves a
purchaser of the debtor’s property, and not one of the listed

11

B. The Dearth Of Circuit Cases On The
Issue Of A Committee’s Right To
Intervene Does Not Validate Petitioner’s
Claim That A _ Creditor’s Right To
Intervene Is An Important Question Of
Federal Law.

Belying the alleged importance of the question,
only three circuits have issued published or
precedential opinions in twenty-eight years on the
issue of a commuittee’s unconditional right to
intervene. (See Petition at 14.) No published or
precedential case has considered the extension of
such a doctrine to creditors, and even the Third
Circuit did not consider the issue to be significant
enough to designate its opinion in Petitioner’s case
as precedential. Cf. Internal Operating Procedures,
3d Cir., 5.7 (“The court by tradition does not cite to
its not precedential opinions as authority. Such
opinions are not regarded as precedents that bind
the court because they do not circulate to the full
ccurt before filing.”).

Perhaps more importantly, whether or not a
committee has an unconditional right to intervene,
rather than a right to intervene as of right or grace,
may rarely be significant. Though the Fifth Circuit
agreed with the district court that the creditors’

“parties in interest” in Bankruptcy Code § 1109. See Vermejo
Park Corp. v. Kaiser Coal Corp. (In re Kaiser Steel Corp.), 998
F.2d 783, 790 (10th Cir. 1993) (finding that purchaser’s
contractual rights did not bestow a “significantly protectable
interest” in an adversary proceeding). The cited cases do not
illustrate a circuit split on any issue.

12

committee in Fuel Oil Supply had no unconditional
right to intervene, the circuit still reversed and
remanded for the district court to make “findings of
fact or conclusions of law” on the committee’s — to
intervene “as of right . .. or by permission... .”
Fuel Oil Supply, 762 F.2d at 1287-88. The trail goes
cold at that point. The record does not reveal
whether or not the committee ultimately won the
right to intervene. But given the broad standing
bestowed on committees because of their role in a
bankruptcy case, the differing approaches may make
little practical difference. Thus, even on the issue of
a committee’s right to intervene, the record is too
undeveloped to know if the Fifth Circuit approach
makes a real-world difference.

Petitioner’s case, not involving a committee,
would make review by this Court nothing more than
a speculative exercise. Even on the issue of a
committee’s right to intervene, the issue will benefit
from much more percolation in the lower courts
before making it ripe for review by this Court.

CONCLUSION

This case is inappropriate for certiorari for a
multiplicity of reasons. Most significantly, the
circuit split that Petitioner relies upon — whether
official committees in bankruptcy cases have an
unfettered right to intervene in adversary
proceedings — is inapplicable to the facts of
Petitioner’s case. Even if Petitioner’s case were up
to the task, the paucity of appellate cases provides a

13

weak record on which to determine what, if any,
impact the two approaches to intervention have on
the ability of committees to perform their statutory
function in bankruptcy cases.

To the extent that Petitioner asks this Court to
revisit the denial of its motion to intervene on any
other basis, Petitioner asks this Court to substitute
its judgment for the judgments of three lower courts,
including the bankruptcy court that examined
Petitioner’s conclusory allegations and found them
lacking on Petitioner’s facts. If the circuit split
needs the attention of this Court, the Trust
respectfully suggests that this is not the case and
this is not the time. The Trust prays that the Court

deny the Petition.

Respectfully submitted,

James E. Houpt,
Counsel of Record
ORRICK, HERRINGTON & SUTCLIFFE LLP
400 Capitol Mall
Suite 3000
Sacramento, CA 95814
Telephone: (916) 329-7949
Facsimile: (916) 329-4900

Lorraine S. McGowen

ORRICK, HERRINGTON & SUTCLIFFE LLP
666 Fifth Avenue

New York, NY 10103

Telephone: (212) 506-5000

Facsimile: (212) 506-5151

RESPONDENT'S
APPENDIX

APP.-1

UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE

IN RE: . Chapter 11

STONE & WEBSTER, ee
INC.. et al. 00-2142(PJW)

Debtors. . sointly
Administered

STONE & WEBSTER, ,
INCORPORATED, and . 02-3963(PJW)
STONE & WEBSTER
ENGINEERING CORP., . April 25, 2006
et al., . 1:30 p.m.
(Wilmington)
Plaintiff,
We

SAUDI ARABIAN
OIL COMPANY,

Defendant.
TRANSCRIPT OF PROCEEDINGS
BEFORE THE HONORABLE PETER J. WALSH

UNITED STATES BANKRUPTCY COURT JUDGE

Proceedings recorded by electronic sound recording;
transcript produced by transcription service.

APP.-2

Page 6, |. 2, to page 7, l. 21:

THE COURT: Because as I. look at these
documents, I don’t know anything about Saudi
Arabian banking law, but under U.S. law, which I
assume is not applicable here, I doubt if you have an
assignment. And let me go through the documents.
Looking first at Exhibit 1 to your motion, this is
captioned Assignment of Contract Proceeds, I guess
the first thing I would note is that it’s dated the
22nd of January, 1995. You said the Loan was in
January of ‘98. But more importantly, that
document, quote, “Assignment of Contract Proceeds”
recites the assignor hereby assigns to the bank all
the proceeds of the contract. Further down on that
column it says, The assignor shall immediately
notify all payors under the contract of this
assignment in such form as may be required by
payor, or if no specific form is required, by letter in
substantially the following form. And then there’s a
form letter that says, We hereby advise you that we
have executed an assignment of proceeds in favor of
Saudi Arabian, Saudi American Bank. But that’s
not the letter that was sent, and I’m now looking at
Exhibit 2, which is a September 21, 1994, quote,
“Specific Payment Instruction Letter”, close quote.
And it reads, quote, “This letter” — and this is a
letter from the borrower to, to the Saudi Arabian Oil
Company — quote, “This letter requests and
authorizes you to pay Saudi American Bank, Floor
(phonetic) branch, P.O. Box 842, Alchobar (phonetic)

APP.-3

with a zip code, Saudi Arabia, for credit to our
account any and all compensation due from you
under contract number 65004.” It then goes on to
say, and I quote, “We shall mark all our invoices
presented to you pay to Saudi American Bank, Flvor
Branch, P. O. Box” etcetera “for account of Bugshan,
S & W Company Limited.” Close quote. That
doesn’t sound like an assignment to me. It sounds
like a direction as to what account the proceeds
should be paid, and it identifies account of the party
that contracted with the Saudi Arabian Oil
Company. Isn’t that what it says? Let me goon. In
Exhibit no. 4, which is a May 11, 2002 letter from
the bank to the oil company, it references an
assignment of all payments, and it says, We write to
remind Saudi Aramco that BS&W by letter dated
September 21, 1994, paren, (the, quote, “Specific
Payment Instruction Letter”, close quote) a copy of
which is attached, requested and authorized,
etcetera. And in Exhibit 5, the response from the oil
company to the bank is to confirm the assignment
and authorization contained in the subject specific
payment instruction letter which is not a letter
suggesting an assignment. And your response is?

---

Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40386017_1065%3A2. Public record. Not legal advice.