United States Court of Appeals for the Fifth Circuit
532 F.3d 355 (2008)
John and Jeffrey Wooley (defendants) were officers and directors and the largest shareholders of Schlotzsky’s, Inc., a publicly traded franchise operation. In April 2003, after Schlotzsky’s was unable to obtain needed cash funding, the Wooleys loaned $1 million to the company. The loan was secured by franchise royalty payments to Schlotzsky’s, intellectual property rights, and other intangible property. The transaction was negotiated at arms’ length, approved by the audit committee and board of directors, and disclosed in SEC filings. When Schlotzsky’s continued to experience cash-flow issues, it approached the International Bank of Commerce (IBC) for a loan. IBC would not loan Schlotzsky’s money directly but agreed to make a loan to the Wooleys who could then loan the funds to Schlotzsky’s. On November 10, 2003, IBC formally approved a $2.5 million loan to the Wooleys. An emergency meeting of the Schlotzsky’s board was called, and relevant loan materials were distributed to board members. The meeting was held on November 13, 2003. The loan was approved by the audit committee and the board and disclosed in SEC filings. It was secured by the same collateral as the April loan. Separately, the Wooleys acted as personal guarantors of $4.3 million of preexisting Schlotzsky’s debt. In connection with the November loan, the Wooleys’ guarantees were secured by the same collateral as the April and November loans. Proceeds from the loans were used, among other things, to pay certain unsecured creditors. The Wooleys left their positions as officers and directors in 2004. The financial condition of Schlotzsky’s worsened; in August 2004, the company filed a Chapter 11 bankruptcy petition. The Wooleys filed secured claims for the April and November loans. The committee of unsecured creditors (the Committee) (plaintiff) sought to have the Wooleys’ claims equitably subordinated. The bankruptcy court decided in favor of the Committee, finding that the Wooleys violated their fiduciary duties by pressing the board to ratify the November loan on short notice, by receiving extremely valuable collateral in the form of franchisee payments, and by securing their personal guarantees. The district court affirmed. The Wooleys appealed.
Rule of Law
Holding and Reasoning (Davis, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 202,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 14,000 briefs, keyed to 188 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.