let's see should acquire know of that determination this court already has determined the roadmap for making that determination in the food town case the insurance the pension that was a personal injury it was not a personal injury case but the question was who was the injured party was the debtor injured or was it the pension plan and there is sufficient holdings in that case that success liability against more not benefit old the creditors of moral generally it is an equitable remedy that's tied to the underlying personal injury claim the individual they asked all claimants that's your claim against them or right when i'm talking about the success or liability against mora how would how would the claim for success the already against him are all your client not benefit all creditors it's tuesday it's an equitable remedy to to compensate for the damages that the personal injury claimants suffered liability no i would suggest to the court that that contract creditor would have to have an underlying claim of some personal injury i e a business tort some underlying personal some underlying personal kind of trust you could trust you could for a creditor to bring in a bankruptcy situation for a creditor to bring outside of the bankruptcy proceeding a successful liability claim against a successor in interest to the debtor there has to be a personal claim an underlying the trustee had a claim against aroma the respondent you happily hear if the trustee thought that there is a claim that aroma is really the success or the alter ego the mere continuation of product so for a product line eccentric cetera saying personnel same creditors same thing the trustee that's an asset of the state under five forty one eleven u s c section five forty one and that the trustee brings assert the equitable remedy of successful liability on aroma which this court in the putdown case said is is very appropriate but the fact my basic point is that any decision by us in your favor claim was as opposed to whether the trustee has a right to bring all claims for the benefit of all the good that the court needs to understand the nature of the claim that was being pursued in the in the key litigate in the king case and that was a chapter five therefore it is not part of the state correct your honor i don't think that the bankruptcy court or the district court or my or aroma disagrees that the personal injury claim is a personalized claim i don't think that's not the issue the issue is whether the equitable remedy that we die asil claimant seek to pursue a successor like bill liability to compensate for those injuries is property of the estate  yes and that was a pace that applied michigan law which is different in this connection than new jersey or new york there is there are so you don't really have there are no ok there's much there's  and the problem is that this is a this is a claim against amor all it's a fine against a third party what about the other creditors what if what if they had high incidence the third party why should you in the sense jump the line why should you have priority why why should you then take first from that third party to the disadvantage of all the other creditors in the case in the bankruptcy i would suggest to the court that if one of the creditors that your honor is speaking about was a victim of employment discrimination or had it had a personal tort claim against the debtor that creditor could pursue aroma in the same i am not unsympathetic to the problem that is presented in this case by individuals who suffered serious personal injury and don't appear to have recourse but nonetheless what is the rule that we would be looking to state if we give you the right to sue here a third party in other cases than you have personal injury claimants would then be given priority i suppose over all other kids it's not a priority rule no it's not priority your honor you be able to have to be moral and take those assets to the disadvantage of other creditors who may have whatever types of claims they may have contract sure when for example because that is the code the bankruptcy code is a chapter seven bankruptcy petition so the tort claimants here the diaster claimants do not have the protections that it would have had had with respect to insurance and channeling and equal distribution  of of insurance proceeds all of the claim that tort claimants were not in that situation here we chapter seven batters corporate debtors that have these tort claims against them are not obligated to provide a trust or another mechanism other credit in terms of the success or liabilities honestly i don't know because we have no discovery on that topic however what i will say is that this is not the cause of x it's not a cause that cause of action it's not an independent cause of action for success or liability it's an equitable remedy and that there is a difference between asserting success or liability or alter ego or mere continuation or piercing the corporate veil with a primary cause of action purses as an equitable remedy to satisfy a damage claim that it be the case that if somebody has a breach of contract action against this third party that they too could proceed with that which of contract came in and say this is individual eyes and we should be able to proceed now because i generalized line that then exactly your question that i was going to address not well the question i was about to say that they were on the same way on the same way because that is the critical question and the answer is is it a claim that could be pursued by all other creditors in other words the question is is it a generic successor liability claim or is it some kind of a particular as one that is unique that involves facts or relationships that are special to that particular creditor i think this was back to a question the judge very asked a moment ago opposing counsel's successor liability claim here this is very critical is a mere continuation claim there is nothing about their status as personal injury plaintiffs that is unique to that claim they don't allege in particular that the product line exception is applicable that exception is unique to personal injury i think continuing business exactly but they don't fall within the product line exception because aroma that the alleged successor is not has never manufactured dyce evil at any time before or after and they don't dispute that so that's why they haven't alleged the one category of success or liability that might make them different  some of the questions that were asked really or if i'm the landlord of the debtor i have an individualized claim to against the debtor that's not a generic claim contract claims are individual less claims everybody has an individualized claim against the debtor because everybody has some relationship that is not the same as every other creditor against that or there is some basis for recovery against the debtor again we're not talking here about the claim against the debtor we're talking here about the claim against the alleged successor in the food town case that the claim there was was brought that successor liability claim and by the way in putting aside parent that equally the fact that in foodtown the court noted that it was not proper to the state because that claim did not even a rise until after the bankruptcy so that's a whole other reason to distinguish newtown but again i think it's absolutely critical to understand the point that successor liability claims come in different shapes and sizes we're certainly not standing here today and saying that every single successor why ability claim no matter what you can't conflate the two claims and i think there is something i we can see initially counterintuitive about thinking wait a second successor liability how is that kind of different and they make this argument they say it is inextricably linked to the underlying  that your adversaries position and i don't know whether it's to be gainsaid is that a different setting but the same thing it's individualized to that person that was has a personal injury just like i product line exception claim that is not a success or liability claim but they could be brought by all creditors the landlord could not bring the product line exception claim their problem here and this is really the heart of the case that their success or why ability with you call it claim or theory of liability really doesn't matter the question is the state law for purposes the bankruptcy code section five forty one defines property state very broadly and looks to state law so the question is to state law for another day we don't decide whether or not they have a legitimate on the marriage claim for whatever it is excess or product line well that's certainly what that does it but but that doesn't solve the problem that we have to do as to whether or claiming for liability it's not for us we're only it's resit whether or not i agree and i wasn't i when i wanted to tell me how this differs from foodtown again in food town to town is a classic example of a successor liability claim again let's let's keep the world divided in two parts one is claims against the debt are ok and photon had a claim against the debt or they filed the proof a claim yes just like a trace right claim and then that i don't see this being a question for us whether there is or is not successful liability i think your appellant put that the rest were just deciding we're not deciding whether they have or don't have and i'm sorry i get i'm trying to talk about who has standing to creditors this is a generic mere continuation plain this benefits the landlord this benefits the contractors the nature of this articular success or liability claim but of course the plaintiffs can't sue the debtor the well the plaintiffs can't sue the debt i mean they can pursue relief they can't sue they actually have had the state lifted to pursue individual lawsuits against the debtor nominally and they're allowed to go after the shuras proceeds of the debt that the plaintiffs in this case actually i think there was a statement not all successor liability claims are created equal some success or ideally claims could be brought equally by all creditors those are generic ones if that is the case and if the estate can bring that claim as i believe it is understood that under new jersey and new york law a state the debtor has the ability to pierce its own corporate veil for the benefit of all its creditors and so to the extent that that's true which is which is conceded here it the right to do that the right to bring that successor  saying you are us you are responsible for the pot of money for all of our debts so that is better how does that help the plaintiffs and how does that and how does that do anything for the personal injury claim that if he's successful in saying this is you're just another corporation with our name and therefore you're liable for it opens the door it actually benefits all the credit work to what to having basically all of em rules assets the alleged successor  goes to the how do you then what is the logistics of the remedy for the successor claim again we are starting here with the proposition and i don't believe this is a contest under state law that the debtor here could pursue this generic mere continuation claim which the nature of it says you know something you just change the sign above the door you are liable for all the debtors that stuff and so then you you quantify the damages to that i think you would have to be structured in a way that you couldn't necessarily quantify the damages from your continuation until the the pla  deciding actually that she thought the property that the successor liability claims as well as the direct liability claims were their property the bankruptcy court made clear this is a page thirteen eighty three of the that at the time of approving the settlement so this was what the judge was  viability and go after a male well again they can't go after a role model role in a successor liability theory that could be brought by any other one because then you're creating a race to the courthouse again once you acknowledge that the bankruptcy trustee ok honestly i hope i can persuade you otherwise because basically this is just the way the bankruptcy courts bankruptcy works that the nobody's taking anything away from these folks the way worse is that you want the bankruptcy trustee to marshal all the assets of the personal injury plaintiffs to be remunerated for her personal injury but actually not and that's not an asset of the estate and it's not the trustee has to go ownership of that absolutely right but that's their personal injury claim against  and it's back in their lawsuits they have sued thirty other manufacturers so i don't want to get the impression that these folks are left without a remedy the remedy as as the remedy of any other predator is for the debtor to go after the trustee to go after the pot of money and then said and in addressing the buildings by jamie case in the buildings by jamie case consistent with my decision here under new jersey law and alter ego action is an equitable remedy is not an independent cause of action is not the main cause of action that my clients are bringing my clients are bringing a personal injury tort claim in the state court against the debtor as a nominal defendant and the mere continuation claim is the equitable remedy for the damages sustained because of those and injuries and this court went on to say as a result the injury is personal to the appellant the pension plan in the food town case you know i still wonder this idea of allowing the going again i'm sympathetic to the plaintiffs in this case to essentially get in the front of the line when it comes to distributing high sets that should be available to all the creditors which is the purpose of the trustee if  the possible assets and then distribute those assets equitably among all the creditors but if if personal injury point is then allowed to proceed with their claims that is to the disadvantage of other i think three claimants are not going to participate like the general unsecured creditors are participating from the trustees liquidating the assets of the estate the personal injury claimants or unlike with day to contingent claims that if it's just sent back to the state court that they adversary about the quadriplegic and the truck that claim it is in the same position as the asile plaintiffs and would have the same right to go after whatever assets to recover for it for his or her damages and you