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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ----------------------------------------------------------------------x In re: NEW CENTURY TRS HOLDINGS,

INC., a Delaware Corporation, et al.,1 Debtors. ----------------------------------------------------------------------x HELEN GALOPE, Plaintiff, - against NEW CENTURY MORTGAGE CORPORATION, NEW CENTURY TRS HOLDINGS, INC., NC CAPITAL CORPORATION, A CALIFORNIA CORPORATION, AND ITS AFFILIATES, et al., Defendants. ----------------------------------------------------------------------x MEMORANDUM OF LAW IN SUPPORT OF THE NEW CENTURY LIQUIDATING TRUSTS MOTION TO DISMISS ADVERSARY PROCEEDING COMPLAINT Dated: December 19, 2012 HAHN & HESSEN LLP Mark S. Indelicato, Esq. Edward L. Schnitzer, Esq. Christopher J. Hunker, Esq. 488 Madison Avenue New York, NY 10022 Telephone: (212) 478-7200 Facsimile: (212) 478-7400 Adv. Proc. No. 12-51000 (KJC) Chapter 11 Case No. 07-10416 (KJC) (Jointly Administered)

Re: D.I. 1 & 3

BLANK ROME LLP David W. Carickhoff (No. 3715) Alan M. Root (No. 5427) 1201 Market Street, Suite 800 Wilmington, DE 19801 Telephone: (302) 425-6400 Facsimile: (302) 425-6464

Co-Counsel for the Trustee

The Debtors are the following entities: New Century Financial Corporation (f/k/a New Century REIT, Inc.) (NCFC); New Century TRS Holdings, Inc. (f/k/a New Century Financial Corporation); New Century Mortgage Corporation (f/k/a JBE Mortgage) (NCMC); NC Capital Corporation; Home123 Corporation (f/k/a The Anyloan Corporation, 1800anyloan.com, Anyloan.com); New Century Credit Corporation (f/k/a Worth Funding Incorporated); NC Asset Holding, L.P. (f/k/a NC Residual II Corporation); NC Residual III Corporation; NC Residual IV Corporation; New Century R.E.O. Corp.; New Century R.E.O. II Corp.; New Century R.E.O. III Corp.; New Century Mortgage Ventures, LLC (d/b/a Summit Resort Lending, Total Mortgage Resource, Select Mortgage Group, Monticello Mortgage Services, Ad Astra Mortgage, Midwest Home Mortgage, TRATS Financial Services, Elite Financial Services, Buyers Advantage Mortgage); NC Deltex, LLC; NCoral, L.P.; and New Century Warehouse Corporation.

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TABLE OF CONTENTS Page

INTRODUCTION ................................................................................................... 1 SUMMARY OF THE ARGUMENT ..................................................................................1 GENERAL BACKGROUND..............................................................................................2 The Debtors Bankruptcy .........................................................................................2 PERTINENT BACKGROUND ..........................................................................................4 The Galope Loan......................................................................................................4 The Galope Claim ....................................................................................................4 The Galope Evidentiary Hearing .............................................................................5 The Galope Decision................................................................................................5 The First Adversary Proceeding ..............................................................................7 The Second Adversary Proceeding ..........................................................................8 ARGUMENT .......................................................................................................................9 Galope Has Failed to Allege an Entitlement to Relief Because Galope Received Proper Notice of the Bar Date, and the Claims Asserted in the Second Complaint Are Time-Barred .......................................................................9 CONCLUSION ..................................................................................................................12

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TABLE OF AUTHORITIES Page(s) FEDERAL CASES Ellsworth Corp. v. Kneis (In re Kneis), No. 08-18014 (DHS), 2009 Bankr. LEXIS 1564 (Bankr. D.N.J. June 15, 2009) ........................................................................................................................................10 Grauman v. Smith (In re U.S. Physicians, Inc.), No. 98-34011 (DAS), 2000 Bankr. LEXIS 917 (Bankr. E.D. Pa. Aug. 9, 2000) ................9, 12 Hanna v. U.S. Veterans' Admin. Hosp., 514 F.2d 1092 (3d Cir. 1975)...................................................................................................10 In re New Century TRS Holdings, Inc., 465 B.R. 38 (Bankr. D. Del. 2012) ................................................................................6, 10, 11 Kaiser Group Holdings, Inc. v. Squire Sanders & Dempsey LLP (In re Kaiser Group International, Inc.), No. 00-02263 (MFW), 2010 Bankr. LEXIS 2505 (Bankr. D. Del. Aug. 17, 2010) ..........................................................................................................................................9 Robert Christopher Associates v. Franklin Realty Group, Inc. (In re FRG, Inc.), 121 B.R. 710 (Bankr. E.D. Pa. 1990) ..................................................................................9, 12 Winstar Holdings, LLC v. The Blackstone Group, LP (In re Winstar Communications Inc.), 435 B.R. 33 (Bankr. D. Del. 2010) ..........................................................................................10 Wright v. Owens Corning, 679 F.3d 101 (3d Cir. 2012).............................................................................................6, 7, 11 FEDERAL STATUTES 11 U.S.C. 502(b) ...........................................................................................................................4 RULES Fed. R. Bankr. P. 7012 .....................................................................................................................1 Fed R. Civ. P. 12(b)(6)...............................................................................................................1, 12

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INTRODUCTION The New Century Liquidating Trust (Trust), by and through Alan M. Jacobs, the Liquidating Trustee (the Trustee), as successor to New Century TRS Holdings, Inc. and its affiliated debtors (collectively, the Debtors), respectfully submits this memorandum in support of its motion to dismiss (the Motion to Dismiss) the adversary proceeding complaint (the Second Complaint) filed by Helen Galope (Galope or the Plaintiff) against New Century Mortgage Corporation (NCMC), New Century TRS Holdings, Inc., NC Capital Corporation, and its affiliates, et al. (collectively, the Defendants). By the Motion to Dismiss, the Trust seeks to dismiss all counts of the Second Complaint with prejudice because Galope has failed to state a claim upon which relief can be granted pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure (the Federal Rules), made applicable to this adversary proceeding (the Adversary Proceeding) by Rule 7012 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). In support of the Motion to Dismiss, the Trust respectfully states as follows: SUMMARY OF THE ARGUMENT Any party asserting a claim against the Debtors for conduct arising prior to the Petition Date (as defined below) was required to file a proof of claim in accordance with the procedures set forth in the Bar Date Order (as defined below), including filing such claim prior to the Bar Date (as defined below). As this Court has already determined, the claims asserted by Galope relate entirely to the Debtors alleged conduct prior to the Petition Date (defined below). Since Galope failed to timely file a claim in the Debtors bankruptcy proceedings and filed the Second Complaint nearly five (5) years after the Bar Date, the claims are barred by the Bar Date Order, and the Second Complaint should be dismissed.

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GENERAL BACKGROUND The Debtors Bankruptcy On April 2, 2007 (the Petition Date), the Debtors (with the exception of New Century Warehouse Corporation) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code) with the United States Bankruptcy Court for the District of Delaware (the Court). By order dated June 28, 2007 (the Bar Date Order), the Court established August 31, 2007 at 5:00 p.m. (prevailing Pacific Time) as the last date and time to file proofs of claim in these chapter 11 cases (the Bar Date). On July 2, 2007, the Debtors then court-approved claims and noticing agent, XRoads Case Management Services LLC (XRoads) (a) mailed a copy of the Notice of the Bar Date (the Bar Date Notice), and a proof of claim form substantially similar to Official Form No. 10 (Proof of Claim Form) to all known entities holding potential pre-petition claims and their counsel (if known), all known potential claimants and their counsel (if known), all parties that had, as of that date, requested notice in these cases, the Office of the United States Trustee, and all taxing authorities for the jurisdictions in which the Debtors conducted business; and (b) published the Bar Date Notice in national edition of The Wall Street Journal and The Orange County Register. The Debtors filed the Second Amended Joint Chapter 11 Plan of the Debtors and the Official Committee of Unsecured Creditors Dated as of April 23, 2008 (the Original Plan) on April 23, 2008, and the Court entered the order confirming the Original Plan (the Original Confirmation Order) on July 15, 2008. The Original Plan became effective on August 1, 2008 (the Original Effective Date). Pursuant to the terms of the Original Plan, on the Original Effective Date the New Century Liquidating Trust Agreement (the Trust Agreement) was

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executed, thereby creating the Trust and appointing Alan M. Jacobs as Trustee of the Trust. On the Original Effective Date, among other things, all Assets1 of the Debtors (excluding Access Lending Assets but including Access Lending Interests) were distributed to the Trust, and all of the remaining members of the Debtors Board of Directors and Officers ceased to serve in those capacities by operation of the Original Confirmation Order. The Notice of (I) Entry of Order Confirming Second Amended Joint Chapter 11 Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors Dated as of April 23, 2008 (II) Effective Date and (III) Bar Dates for Administrative Claims, Professional Fee Claims, Subordination Statements, and Rejection Damage Claims (the Notice of Effective Date) was filed on August 4, 2008. On June 16, 2009, the United States District Court for the District of Delaware (the District Court) issued a Memorandum Opinion and an order reversing the Original Confirmation Order (together, the Order Reversing Confirmation). Accordingly, on

September 30, 2009, the Trustee filed the Modified Second Amended Joint Chapter 11 Plan of Liquidation Dated as of September 30, 2009 (the Modified Plan). The Court entered an order confirming the Modified Plan (the Modified Confirmation Order) on November 20, 2009. The Modified Plan became effective on December 1, 2009 (the Modified Effective Date). On the Modified Effective Date, the Modified Plan, inter alia, (a) confirmed that all actions taken by the Trustee subsequent to the Original Effective Date were valid and binding, (b) adopted, ratified and confirmed the formation of the Trust as of the Original Effective Date, (c) adopted, ratified and confirmed the Liquidating Trust Agreement as of the Original Effective Date, and (d) adopted, ratified and confirmed the appointment of Alan M. Jacobs as Trustee as of the Original Effective Date.
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Capitalized terms not herein defined shall have the meanings ascribed to them in the Modified Plan (as defined herein).

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PERTINENT BACKGROUND The Galope Loan The Debtors books and records (the Books and Records) reflect that, on December 27, 2006, NCMC originated a refinancing loan for Galope in the principal amount of $522,000.00, which was assigned loan number 1011468137 (the Galope Loan). In exchange, Galope

executed a promissory note (the Galope Note) in the principal amount of $522,000.00 in favor of NCMC. The Galope Note is secured by a mortgage on the property located at 19117 Delano Street, Tarzana, CA 91335 (the Galope Property). The Debtors Books and Records reflect that the Galope Loan was sold to Barclays Bank PLC (Barclays) on February 28, 2007 and was subsequently service released on April 1, 2007 to HomEq Servicing (now Ocwen Loan Servicing, LLC). A review of the Debtors Books and Records revealed that there were no complaints received by the Debtors before or after the Petition Date regarding the Galope Loan. The Galope Claim On or around July 29, 2011, Galope filed proof of claim number 4131 asserting a secured claim in the amount of $350,000.00 plus unliquidated amounts against New Century TRS Holding, Inc., et al. (the Galope Claim). On August 26, 2011, the Trust filed The New Century Liquidating Trusts Forty-Second Omnibus Objection to Claims Pursuant to 11 U.S.C. 502(b) and Fed. R. Bankr. P. 3001 and 3007 and Local Rule 3007-1 [Non-Substantive] [D.I. 10562] (the Objection), pursuant to which the Trust sought to disallow and expunge the Galope Claim. Ms. Galope and other claimants filed responses2 (the Responses) to the Trusts Objection, and the Trust filed a reply

See Response of Karan Russell [D.I. 10574]; Response of Tiphanie Goines [D.I. 10575]; Response of Helen Galope [D.I. 10578].

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to the Responses [D.I. 10577].3 On September 27, 2011, the Court held an initial hearing on the Objection as it related to the Galope Claim, at which time the Court instructed the Trust and Galope to submit a proposed scheduling order to facilitate a timely resolution of the Galope Claim. On October 11, 2011, the Court entered a scheduling order (the Scheduling Order) with respect to the Galope Claim and the claim of Tiphanie Goines, setting evidentiary hearings on December 13, 2011 to consider only the issues related to the late-filed claims of Goines and Galope as set forth in the Objection and the Responses (the Discoverable Issues) and not the underlying merits of such claims, which, if required, will be addressed at a separate hearing to be scheduled by the Court. See D.I. 10598. The Galope Evidentiary Hearing On December 13, 2011, the Court held an evidentiary hearing (the Evidentiary Hearing) on the threshold issue of whether the Galope Claim should be disallowed because it was filed after the Bar Date. The Galope Decision On February 7, 2012, this Court entered an order disallowing and expunging the Galope Claim (the Galope Order). In connection with the Galope Order, the Court also issued a memorandum opinion [D.I. 10726] (the Memorandum, together with the Galope Order, the Galope Decision) setting forth the factual and legal bases for the disallowance of the Galope Claim. Specifically, the Court found that (i) the constructive notice provided by the Debtors was reasonable and constitutionally adequate notice for unknown creditors, (ii) the Galope Claim is a

The Trusts reply did not address Galopes Response, which was filed (i) after the deadline to file a response to the Objection, and (ii) after the Trust had filed its reply.

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pre-petition claim, (iii) Galope was an unknown creditor, and (iv) the Galope Claim is disallowed because Galope failed to establish that the delay in filing her claim was the result of excusable neglect. See In re New Century TRS Holdings, Inc., 465 B.R. 38 (Bankr. D. Del. 2012). On February 17, 2012, Galope filed her first motion to reconsider [D.I. 10742] (the First Motion to Reconsider) whereby Galope asserted, inter alia, Mistaken Laws, and Mistaken Facts had been committed by the Court in rendering its decision. First Motion to Reconsider, p. 4. On April 18, 2012, the Trust filed its objection to the First Motion to Reconsider [D.I. 10837] (the First Reconsideration Objection). On May 17, 2012, the Court issued a memorandum and order denying the First Motion to Reconsider [D.I. 10890] (the Reconsideration Order). On May 31, 2012, Galope filed a second motion to reconsider (the Second Motion to Reconsider), pursuant to which Galope sought, inter alia, reconsideration of the Galope Decision based upon her interpretation of the Third Circuits holding in Wright v. Owens Corning, 679 F.3d 101 (3d Cir. 2012) (Owens Corning). Second Motion to Reconsider, p. 2. On July 5, 2012, the Trust filed its objection to the Second Motion to Reconsider [D.I. 10959] (the Second Reconsideration Objection). By the Second Reconsideration Objection, the Trust acknowledged that there was a valid basis for reconsideration of the Galope Decision based upon the change in law pronounced by the Third Circuit in Owens Corning. See Second

Reconsideration Objection, p. 1. The Trust argued, however, that the Second Motion For Reconsideration should be denied because the Courts conclusion that the Galope Claim is a prepetition claim remains the same when applying the change in law announced in Owens Corning. See Second Reconsideration Objection, p. 9.

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The First Adversary Proceeding On or around December 6, 2011, approximately one (1) week prior to the Evidentiary Hearing, Galope filed a complaint (the First Complaint) commencing an adversary proceeding (the First Adversary Proceeding) against certain of the Debtors. By the First Complaint, Galope, without specifics, asserted a litany of causes of action against the Defendants in connection with NCMCs origination of the Galope Loan. Specifically, Galope alleged the following causes of action: (1) Fraud at Loan Origination, (2) TILA Violation, (3) Intentional Misrepresentation, (4) Fraudulent Conveyance, (5) Civil Conspiracy v. Homeowners, (6) Civil Conspiracy - Preferential Treatment Accorded Banks, (7) REMIC Fraud and Tax Evasion, (8) Fraudulent Misrepresentation, (9) Unjust Enrichment, (10) Fraud by Omission & Inducement, (11) Deceit & Concealment of Assets, (12) Breach of the Deed of Trust, (13) Breach of Good Faith & Fair Dealing, and (14) Quiet Title. On December 27, 2011, the Court entered an order extending the Trusts time to move, answer, or otherwise plead in response to the First Complaint to thirty (30) days after entry of an order on the matters heard at the Evidentiary Hearing. On March 8, 2012, the Trust filed a motion to dismiss the First Adversary Proceeding (the First Motion to Dismiss). On March 29, 2012, Galope filed her Memorandum of Points In Support of Opposition to Motion to Dismiss Adversary Proceeding. On April 6, 2012, the Trust filed its Reply Memorandum of Law to Helen Galopes Memorandum of Points in Support of Opposition to Motion to Dismiss Adversary Proceeding Complaint. On April 13, 2012, the Trust filed the Notice of Completion of Briefing [Adv. Pro. D.I. 10].4

Subsequent to the filing of the Notice of Completion of Briefing, Galope filed an objection requesting leave of the court to submit additional pleadings in opposition to the First Motion to Dismiss. Thereafter, on April 24, 2012, Galope filed an additional response to the First Motion to Dismiss.

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On August 14, 2012, Galope filed a Notice of Voluntary Dismissal (the Dismissal Notice). At a hearing held on the same day (the Aug. 14 Hearing), the Trust informed the Court of its objection to the Dismissal Notice because (i) the Galope Claim had been disallowed and (ii) the Trusts First Motion to Dismiss was under advisement. At the Aug. 14 Hearing, the Court directed the Trust and Galope to attempt to resolve their differences with respect to the Dismissal Notice. After some negotiation, the Trust and Galope agreed upon a form of proposed order, which was submitted to the Court under certification of counsel dated August 24, 2012. On August 27, 2012, the Court entered an order granting Galopes request for voluntary dismissal of the First Adversary Proceeding without prejudice (the Dismissal Order). On October 23, 2012, Galope filed the Motion to Re-open the First Adversary Proceeding (the Motion to Re-open). On November 19, 2012, the Trust responded to the Motion to Reopen the First Adversary Proceeding, in which the Trust argued that the Motion to Re-open should be denied as moot because, as set forth in detail below, Galope had commenced this Adversary Proceeding, which is the subject of this Motion to Dismiss. The Second Adversary Proceeding On November 19, 2012, Galope filed the Second Complaint commencing the instant Adversary Proceeding. By the Second Complaint, Galope asserts the identical causes of action as those asserted in the First Complaint and against the same entities as those named as defendants in the First Complaint. The Second Complaint is substantially similar in substance to the First Complaint.

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ARGUMENT Galope Has Failed to Allege an Entitlement to Relief Because Galope Received Proper Notice of the Bar Date, and the Claims Asserted in the Second Complaint Are Time-Barred Galope has failed to allege facts sufficient to support an entitlement to the relief sought in the Second Complaint because, as this Court held in the Galope Decision, Galope received proper notice of the Bar Date, and the time within which Galope was required to file a claim against the Debtors has expired pursuant to the terms of the Bar Date Order. As such, the Second Complaint must be dismissed. It is without question that a complaint fails to state a claim upon which relief can be granted if the claims asserted in that complaint are barred by a claims bar date. See Robert

Christopher Associates v. Franklin Realty Group, Inc. (In re FRG, Inc.), 121 B.R. 710, 714 (Bankr. E.D. Pa. 1990) (Clearly, a creditor cannot circumvent the temporal proscription of a bar date by the facile device of filing an adversary proceeding against a debtor after the bar date has run.); Grauman v. Smith (In re U.S. Physicians, Inc.), No. 98-34011 (DAS), 2000 Bankr. LEXIS 917, at *17 (Bankr. E.D. Pa. Aug. 9, 2000) (a party who . . . fails to file a Proof of claim by the prescribed bar date . . . cannot circumvent the bar arising from a failure to file a timely claim by raising that claim in a later adversary proceeding); see also Kaiser Group Holdings, Inc. v. Squire Sanders & Dempsey LLP (In re Kaiser Group International, Inc.), No. 00-02263 (MFW), 2010 Bankr. LEXIS 2505, at *16-17 (Bankr. D. Del. Aug. 17, 2010) (dismissing complaint on the grounds that plaintiff failed to state a claim because the statute of limitations governing the pertinent causes of action had expired); Winstar Holdings, LLC v. The Blackstone Group, LP (In re Winstar Communications Inc.), 435 B.R. 33, 46 (Bankr. D. Del. 2010) (same). To determine whether the complaint, on its face, alleges a claim within the limitations period,

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the court in Hanna simply considered the date the claim was alleged to have accrued, the date the complaint was filed, and whether those dates suggest the cause of action had been brought before the Bar Date. Ellsworth Corp. v. Kneis (In re Kneis), No. 08-18014 (DHS), 2009 Bankr. LEXIS 1564, at *5-6 (Bankr. D.N.J. June 15, 2009) (citing Hanna v. U.S. Veterans' Admin. Hosp., 514 F.2d 1092, 1094 (3d Cir. 1975)). On June 28, 2007, the Court entered the Bar Date Order. Pursuant to the terms of the Bar Date Order, the Court required that any entity holding a prepetition claim against one or more of the Debtors [was required to] file a proof of claim . . . by August 31, 2007. Bar Date Order, at 5. In addition, the Court held that any entity which failed to comply with the deadlines set forth in the Bar Date Order shall not be treated as a creditor with respect to such claim for purposes of voting and distribution. Bar Date Order, at 13. In the Galope Decision, this Court made several factual determinations that are relevant to this Motion to Dismiss and fatal to the Second Complaint. First, this Court determined that Galopes purported claims, if any, are pre-petition claims. See New Century, 465 B.R. at 45. The basis of the Galope Claim, like the causes of action asserted in the Second Complaint, relates entirely to the Debtors alleged conduct in connection with the origination and subsequent sale of the Galope Claim, both of which occurred prior to the Petition Date. Moreover, Galope knew or should have known of the existence of her claim prior to the Petition Date and, as such, the constructive notice of the Bar Date was effective. Because Galopes alleged pre-petition claim is based on the Debtors pre-petition activity and her right to payment as a result of such alleged activity would have arisen prior to the Petition Date, due process concerns in relation to constructive notice of the Bar Date are satisfied. Accordingly, this Court correctly concluded that the Galope Claim was a pre-petition claim since the claims arose from the Debtors alleged 10
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pre-petition conduct. Id. As set forth more fully in the Second Reconsideration Objection, which is currently under advisement, the change in law pronounced in Owens Corning does not alter the conclusions reached by this Court in the Galope Decision that (i) the Galope Claim is a pre-petition claim, and (ii) the constructive notice provided by the Debtors was reasonable and constitutionally adequate notice for unknown creditors. Second, this Court concluded that Galope was an unknown creditor entitled only to constructive notice of the Bar Date because the Debtors Books and Records revealed no complaints from Galope either before or after the Petition Date relating to the Galope Loan, and the Trust was unaware of any claims asserted by Galope until nearly four (4) years after the Bar Date. See id. at 47. Accordingly, this Court concluded that Galope was an unknown creditor entitled only to constructive notice of the Bar Date. Finally, based on the evidence presented by the Trust at the Evidentiary Hearing concerning the sufficiency of the Bar Date Notice, this Court concluded that the Debtors publication of the Bar Date in The Wall Street Journal and The Orange County Register was reasonable and constitutionally adequate notice . . . . Id. at 50. Accordingly, Galope received proper notice of the Bar Date and is subject to the Bar Date Order. Galope filed the Second Complaint on November 19, 2012, approximately six (6) years after the Galope Loan was originated and more than five (5) years after the Bar Date. The Second Complaint asserts causes of action which relate to the same pre-petition conduct alleged in the Galope Claim, claims which this Court has already determined are subject to the Bar Date. Galope failed to assert the causes of action raised in the Second Complaint within the time prescribed by the Bar Date Order and cannot circumvent the bar arising from a failure to file a timely claim by pursuing such claims in an adversary proceeding. Grauman, 2000 Bankr. 11
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LEXIS 917, at *17; FRG, 121 B.R. at 714. Accordingly, the Second Complaint fails to state a claim upon which relief may be granted and should be dismissed pursuant to Federal Rule 12(b)(6) because the Second Complaint and the Galope Claim assert identical claims and causes of action related to the same alleged pre-petition conduct which, if proven, would have given rise to a pre-petition right to payment and because this Court has already determined that the Galope Claim is barred. CONCLUSION For the reasons set forth herein, the Trust respectfully requests that the Bankruptcy Court (i) dismiss the Second Complaint in its entirety with prejudice, and (ii) grant such other relief as deemed just and appropriate. Dated: December 19, 2012 BLANK ROME LLP

By:

/s/ Alan M. Root David W. Carickhoff (No. 3715) Alan M. Root (No. 5427) 1201 Market Street, Suite 800 Wilmington, Delaware 19801 (302) 425-6400 - Telephone (302) 425-6464 - Facsimile - and -

HAHN & HESSEN LLP 488 Madison Avenue New York, New York 10022 (212) 478-7200 - Telephone (212) 478-7400 - Facsimile Attn: Mark S. Indelicato, Esq. Edward L. Schnitzer, Esq. Christopher J. Hunker, Esq. Co-Counsel to the New Century Liquidating Trust 12
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