Archer-Daniels-Midland Co. v. Country Visions Cooperative

Dist. Ct. did not err in confirming Bankruptcy Ct. order that denied plaintiff’s request to bar defendant from seeking compensation in state court for its Right of First Refusal for property owned by plaintiff by enforcing prior Bankruptcy Ct. order that allowed plaintiff to acquire said property from debtors free and clear of all other interests. Record showed that: (1) debtors had acquired said property subject to defendant’s Right of First Refusal that allowed defendant to match any purchase price over certain period of time; and (2) debtors did not alert Bankruptcy Ct. of existence of said Right, but plaintiff was aware of said Right prior to purchase of said property during Bankruptcy Ct. proceedings. As such, Dist. Ct could properly find that plaintiff did not purchase instant property in good faith so as to warrant enforcement of prior Bankruptcy Ct. order that granted plaintiff title to said property free and clear of other interests, since record showed that plaintiff had actual and constructive knowledge of said Right, but permitted sale to proceed without seeking Bankruptcy Ct. assurance that any competing interest-holder may be excluded from instant bankruptcy proceedings.