In re PBBPC, Inc. (2013)
Citation: 484 B.R. 860 · Docket: BAP MB 12-042 · Decided: January 17, 2013 · Opinion: Deasy, J.
Facts
OPK Biotech purchased substantially all operating assets of a Massachusetts debtor under a bankruptcy sale order. The Department of Unemployment Assistance subsequently assigned the debtor’s high unemployment contribution rate to OPK as a successor. The bankruptcy court enforced its sale order to prevent that attribution and require a refund. DUA appealed.
Holding
The debtor’s unemployment experience rate was an interest in the sold property within 11 U.S.C. § 363(f). The BAP affirmed enforcement of the free-and-clear sale order. The transfer of substantially all assets was the statutory trigger linking the rate to the assets, supporting the broader construction of an interest. Official slip opinion pp. 11–18.
Limits
The parties did not dispute that at least one § 363(f) predicate condition was satisfied. DUA failed to brief the distinct preemption issue; the BAP expressly declined to decide it. The lower court had found deficient sale notice and considered the merits rather than resolve the proposed § 363(m) finality defense. Do not describe the BAP as holding that notice defects never matter or that every bankruptcy sale automatically clears successor taxes. It did not decide G.L. c. 62C, § 44, execution sales, state receiverships, ABC sales or Article 9 dispositions.
Practical impact
The decision supplies a Massachusetts-specific federal example of successor-rate relief through an actual sale order. It does not supply a blanket exception from state tax withholding or lien-waiver rules, and BAP authority should not be represented as an SJC or First Circuit Court of Appeals holding.
Good-law status
Full official eighteen-page opinion independently retrieved and read on 2026-10-17. Comprehensive subsequent appellate treatment remains needs_verification; opinion verification is separate from current treatment.
Applies in →
massachusetts · businesses-and-going-concerns · assignment-for-the-benefit-of-creditors
Sources
- https://www.bap1.uscourts.gov/sites/bap1/files/bap.pdf.opinions/12-042P.pdf — official opinion, retrieved 2026-10-17; not the lower court’s 467 B.R. 1 opinion.
Disclaimer. Legal information, not legal advice. This decision may be limited by later authority. Read the opinion and applicable current law before acting.