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LAMAR, ARCHER & COFRIN, LLP, Petitioner v. R. Scott APPLING.

Supreme Court of the United States2018-06-04No. No. 16–1215.
138 S. Ct. 1752201 L. Ed. 2d 102

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Opinion

majority opinion

Justice SOTOMAYOR delivered the opinion of the Court.

The Bankruptcy Code prohibits debtors from discharging debts for money, property, services, or credit obtained by false pretenses, a false representation, or actual fraud, 11 U.S.C. § 523(a)(2)(A), or, if made in writing, by a materially false statement ... respecting the debtors ... financial condition, § 523(a)(2)(B).

This case is about what constitutes a statement respecting the debtors financial condition. Does a statement about a single asset qualify, or must the statement be about the debtors overall financial status? The answer matters to the parties because the false statements at issue concerned a single asset and were made orally. So, if the single-asset statements here qualify as respecting the debtors financial condition, § 523(a)(2)(B) poses no bar to discharge because they were not made in writing. If, however, the statements fall into the more general category of false pretenses, ... false representation, or actual fraud, § 523(a)(2)(A), for which there is no writing requirement, the associated debt will be deemed nondischargeable.

The statutory language makes plain that a statement about a single asset can be a statement respecting the debtors financial condition. If that statement is not in writing, then, the associated debt may be discharged, even if the statement was false.

I

Respondent R. Scott Appling hired petitioner Lamar, Archer & Cofrin, LLP (Lamar), a law firm, to represent him in a business litigation. Appling fell behind on his legal bills, and by March 2005, he owed Lamar more than $60,000. Lamar informed Appling that if he did not pay the outstanding amount, the firm would withdraw from representation and place a lien on its work product until the bill was paid. The parties met in person that month, and Appling told his attorneys that he was expecting a tax refund of approximately $100,000, enough to cover his owed and future legal fees. App. to Pet. for Cert. 3a. Lamar relied on this statement and continued to represent Appling without initiating collection of the overdue amount.

When Appling and his wife filed their tax return, however, the refund they requested was of just $60,718, and they ultimately received $59,851 in October 2005. Rather than paying Lamar, they spent the money on their business.

Appling and his attorneys met again in November 2005, and Appling told them that he had not yet received the refund. Lamar relied on that statement and agreed to complete the pending litigation and delay collection of the outstanding fees.

In March 2006, Lamar sent Appling its final invoice. Five years later, Appling still had not paid, so Lamar filed suit in Georgia state court and obtained a judgment for $104,179.60. Shortly thereafter, Appling and his wife filed for Chapter 7 bankruptcy.

Lamar initiated an adversary proceeding against Appling in Bankruptcy Court for the Middle District of Georgia. The firm argued that because Appling made fraudulent statements about his tax refund at the March and November 2005 meetings, his debt to Lamar was nondischargeable pursuant to 11 U.S.C. § 523(a)(2)(A), which governs debts arising from false pretenses, a false representation, or actual fraud, other than a statement respecting the debtors ... financial condition. Appling, in turn, moved to dismiss, contending that his alleged misrepresentations were statement[s] ... respecting [his] financial condition and were therefore governed by § 523(a)(2)(B), such that Lamar could not block discharge of the debt because the statements were not in writing as required for nondischargeability under that provision.

The Bankruptcy Court held that a statement regarding a single asset is not a statement respecting the debtors financial condition and denied Applings motion to dismiss. 500 B.R. 246, 252 (Bkrtcy.M.D.Ga.2013). After a trial, the Bankruptcy Court found that Appling knowingly made two false representations on which Lamar justifiably relied and that Lamar incurred damages as a result. It thus concluded that Applings debt to Lamar was nondischargeable under § 523(a)(2)(A). 527 B.R. 545, 550-556 (M.D.Ga.2015). The District Court affirmed. 2016 WL 1183128 (M.D.Ga., Mar. 28, 2016).

The Court of Appeals for the Eleventh Circuit reversed. It held that statement[s] respecting the debtors ... financial condition may include a statement about a single asset. In re Appling, 848 F.3d 953, 960 (2017). Because Applings statements about his expected tax refund were not in writing, the Court of Appeals held that § 523(a)(2)(B) did not bar Appling from discharging his debt to Lamar. Id., at 961.

The Court granted certiorari, 583 U.S. ----, 138 S.Ct. 734, 199 L.Ed.2d 601 (2018), to resolve a conflict among the Courts of Appeals as to whether a statement about a single asset can be a statement respecting the debtors financial condition. We agree with the Eleventh Circuits conclusion and affirm.

II

A

One of the main purpose[s] of the federal bankruptcy system is to aid the unfortunate debtor by giving him a fresh start in life, free from debts, except of a certain character. Stellwagen v. Clum, 245 U.S. 605, 617, 38 S.Ct. 215, 62 L.Ed. 507 (1918). To that end, the Bankruptcy Code contains broad provisions for the discharge of debts, subject to exceptions. One such exception is found in 11 U.S.C. § 523(a)(2), which provides that a discharge under Chapter 7, 11, 12, or 13 of the Bankruptcy Code does not discharge an individual debtor from any debt ... for money, property, services, or an extension, renewal, or refinancing of credit, to the extent obtained by fraud. This exception is in keeping with the basic policy animating the Code of affording relief only to an honest but unfortunate debtor. Cohen v. de la Cruz, 523 U.S. 213, 217, 118 S.Ct. 1212, 140 L.Ed.2d 341 (1998).

More specifically, § 523(a)(2) excepts from discharge debts arising from various forms of fraud. Subparagraph (A) bars discharge of debts arising from false pretenses, a false representation, or actual fraud, other than a statement respecting the debtors ... financial condition. Subparagraph (B), in turn, bars discharge of debts arising from a materially false statement ... respecting the debtors ... financial condition if that statement is in writing.

B

1

Our interpretation of the Bankruptcy Code starts where all such inquiries must begin: with the language of the statute itself. Ransom v. FIA Card Services, N. A., 562 U.S. 61, 69, 131 S.Ct. 716, 178 L.Ed.2d 603 (2011). As noted, the relevant statutory text is the phrase statement respecting the debtors financial condition. Because the Bankruptcy Code does not define the words statement, financial condition, or respecting, we look to their ordinary meanings. See ibid.

There is no dispute as to the meaning of the first two terms. A statement is the act or process of stating, reciting, or presenting orally or on paper; something stated as a report or narrative; a single declaration or remark. Websters Third New International Dictionary 2229 (1976) (Websters). As to financial condition, the parties agree, as does the United States, that the term means ones overall financial status. See Brief for Petitioner 23; Brief for Respondent 25; Brief for United States as Amicus Curiae 12.

For our purposes, then, the key word in the statutory phrase is the preposition respecting, which joins together statement and financial condition. As a matter of ordinary usage, respecting means in view of: considering; with regard or relation to: regarding; concerning. Websters 1934; see also American Heritage Dictionary 1107 (1969) ([i]n relation to; concerning); Random House Dictionary of the English Language 1221 (1966) ( regarding; concerning); Websters New Twentieth Century Dictionary 1542 (2d ed. 1967) (concerning; about; regarding; in regard to; relating to).

According to Lamar, these definitions reveal that respecting can be defined broadly, but that the word isnt always used that way. Brief for Petitioner 27. The firm contends that about, concerning, with reference to, and as regards denote a more limited scope than related to. Brief for Petitioner 3, 18, 27. When respecting is understood to have one of these more limited meanings, Lamar asserts, a statement respecting the debtors financial condition is a statement that is about, or that makes reference to, the debtors overall financial state or well-being. Id., at 27-28. Under that formulation, a formal financial statement providing a detailed accounting of ones assets and liabilities would qualify, as would statements like Dont worry, I am above water, and I am in good financial shape. Id., at 19, 28. A statement about a single asset would not.

The Court finds no basis to conclude, however, at least in this context, that related to has a materially different meaning than about, concerning, with reference to, and as regards. The definitions of these words are overlapping and circular, with each one pointing to another in the group. Relate means to be in relationship: have reference, and, in the context of the phrase in relation to, reference, respect. Websters 1916; see also id., at 18a (Explanatory Note 16.2). About means with regard to, and is the equivalent of concerning. Id., at 5. Concerning means relating to, and is the equivalent of regarding, respecting, about. Id., at 470. Reference means the capability or character of alluding to or bearing on or directing attention to something, and is the equivalent of relation and respect.

Id., at 1907. And regard means to have relation to or bearing upon: relate to, and is the equivalent of relation and respect. Id., at 1911. The interconnected web formed by these words belies the clear distinction Lamar attempts to impose. Lamar also fails to put forth an example of a phrase in a legal context similar to the one at issue here in which toggling between related to and about has any pertinent significance.

Use of the word respecting in a legal context generally has a broadening effect, ensuring that the scope of a provision covers not only its subject but also matters relating to that subject. Cf. Kleppe v. New Mexico, 426 U.S. 529, 539, 96 S.Ct. 2285, 49 L.Ed.2d 34 (1976) (explaining that the Property Clause, in broad terms, gives Congress the power to determine what are needful rules respecting the public lands, and should receive an expansive reading).

Indeed, when asked to interpret statutory language including the phrase relating to, which is one of the meanings of respecting, this Court has typically read the relevant text expansively. See, e.g., Coventry Health Care of Mo., Inc. v. Nevils, 581 U.S. ----, ----, 137 S.Ct. 1190, 1197, 197 L.Ed.2d 572 (2017) (describing relate to as expansive and noting that Congress characteristically employs the phrase to reach any subject that has a connection with, or reference to, the topics the statute enumerates); Morales v. Trans World Airlines, Inc., 504 U.S. 374, 378-390, 112 S.Ct. 2031, 119 L.Ed.2d 157 (1992) (explaining that relating to has a broad ordinary meaning and accordingly holding that the Airline Deregulation Act of 1978 provision prohibiting the States from enforcing any law relating to rates, routes, or services of any air carrier pre-empted any fare advertising guidelines that would have a significant impact upon the airlines ability to market their product, and hence a significant impact upon the fares they charge); Ingersoll-Rand Co. v. McClendon, 498 U.S. 133, 139, 111 S.Ct. 478, 112 L.Ed.2d 474 (1990) ( A law relates to an employee benefit plan, in the normal sense of the phrase, if it has a connection with or reference to such a plan. Under this broad common-sense meaning, a state law may relate to a benefit plan ... even if the law is not specifically designed to affect such plans, or the effect is only indirect (citation omitted)).

Advancing that same expansive approach here, Appling contends that a statement respecting the debtors financial condition is a statement that has a direct relation to, or impact on the balance of all of the debtors assets and liabilities or the debtors overall financial status. Brief for Respondent 17 (internal quotation marks and citations omitted). A debtors statement describing an individual asset or liability necessarily qualifies, Appling explains, because it has a direct impact on the sum of his assets and liabilities. Ibid. Put differently, a debtors statement that describes the existence or value of a constituent element of the debtors balance sheet or income statement qualifies as a statement respecting financial condition. Ibid.

The United States as amicus curiae supporting Appling offers a slightly different formulation. In its view, a statement respecting the debtors financial condition includes a representation about a debtors asset that is offered as evidence of ability to pay. Brief for United States as Amicus Curiae 11. Although Appling does not include ability to pay in his proffered definition, he and the United States agree that their respective formulations are functionally the same and lead to the same results. See Tr. of Oral Arg. 50-52, 58. That is so because to establish the requisite materiality and reliance, a creditor opposing discharge must explain why it viewed the debtors false representation as relevant to the decision to extend money, property, services, or credit. If a given statement did not actually serve as evidence of ability to pay, the creditors explanation will not suffice to bar discharge. But if the creditor proves materiality and reliance, it will be clear the statement was one respecting the debtors financial condition. Whether a statement about a single asset served as evidence of ability to pay thus ultimately always factors into the § 523(a)(2) inquiry at some point.

We agree with both Appling and the United States that, given the ordinary meaning of respecting, Lamars preferred statutory construction-that a statement respecting the debtors financial condition means only a statement that captures the debtors overall financial status-must be rejected, for it reads respecting out of the statute. See TRW Inc. v. Andrews, 534 U.S. 19, 31, 122 S.Ct. 441, 151 L.Ed.2d 339 (2001) ([A] statute ought ... to be so construed that ... no clause, sentence, or word shall be superfluous, void, or insignificant (internal quotation marks omitted)). Had Congress intended § 523(a)(2)(B) to encompass only statements expressing the balance of a debtors assets and liabilities, there are several ways in which it could have so specified, e.g., statement disclosing the debtors financial condition or statement of the debtors financial condition. But Congress did not use such narrow language.

We also agree that a statement is respecting a debtors financial condition if it has a direct relation to or impact on the debtors overall financial status. A single asset has a direct relation to and impact on aggregate financial condition, so a statement about a single asset bears on a debtors overall financial condition and can help indicate whether a debtor is solvent or insolvent, able to repay a given debt or not. Naturally, then, a statement about a single asset can be a statement respecting the debtors financial condition.

2

Further supporting the Courts conclusion is that Lamars interpretation would yield incoherent results. On Lamars view, the following would obtain: A misrepresentation about a single asset made in the context of a formal financial statement or balance sheet would constitute a statement respecting the debtors financial condition and trigger § 523(a)(2)(B)s heightened nondischargeability requirements, but the exact same misrepresentation made on its own, or in the context of a list of some but not all of the debtors assets and liabilities, would not. Lamar does not explain why Congress would draw such seemingly arbitrary distinctions, where the ability to discharge a debt turns on the superficial packaging of a statement rather than its substantive content.

In addition, a highly general statement like, I am above water, would need to be in writing to foreclose discharge, whereas a highly specific statement like, I have $200,000 of equity in my house, would not. This, too, is inexplicably bizarre.

3

Lastly, the statutory history of the phrase statement respecting the debtors financial condition corroborates our reading of the text. That language can be traced back to a 1926 amendment to the Bankruptcy Act of 1898 that prohibited discharge entirely to a debtor who had obtained money or property on credit, or obtained an extension or renewal of credit, by making or publishing, or causing to be made or published, in any manner whatsoever, a materially false statement in writing respecting his financial condition. Act of May 27, 1926, § 6, 44 Stat. 663-664.

When Congress again amended this provision in 1960, it retained the statement in writing respecting ... financial condition language. See Act of July 12, 1960, Pub. L. 86-621, § 2, 74 Stat. 409. Congress then once more preserved that language when it rewrote and recodified the provision in the modern Bankruptcy Code as § 523(a)(2)(B).

Given the historical presence of the phrase statement respecting the debtors financial condition, lower courts had ample opportunity to weigh in on its meaning. Between 1926, when the phrase was introduced, and 1978, when Congress enacted the Bankruptcy Code, Courts of Appeals consistently construed the phrase to encompass statements addressing just one or some of a debtors assets or liabilities. When Congress used the materially same language in § 523(a)(2), it presumptively was aware of the longstanding judicial interpretation of the phrase and intended for it to retain its established meaning. See Lorillard v. Pons, 434 U.S. 575, 580, 98 S.Ct. 866, 55 L.Ed.2d 40 (1978) (Congress is presumed to be aware of an administrative or judicial interpretation of a statute and to adopt that interpretation when it re-enacts a statute without change); Bragdon v. Abbott, 524 U.S. 624, 645, 118 S.Ct. 2196, 141 L.Ed.2d 540 (1998) (When administrative and judicial interpretations have settled the meaning of an existing statutory provision, repetition of the same language in a new statute indicates, as a general matter, the intent to incorporate its administrative and judicial interpretations as well).

III

In addition to its plain-text arguments discussed and rejected above, see supra, at 1759 - 1760, Lamar contends that Applings rule undermines the purpose of § 523(a)(2) in two ways. Neither argument is persuasive.

A

First, Lamar contends that Applings construction gives § 523(a)(2)(B) an implausibly broad reach, such that little would be covered by § 523(a)(2)(A)s general rule rendering nondischargeable debts arising from false pretenses, a false representation, or actual fraud. That is not so. Decisions from this Court and several lower courts considering the application of § 523(a)(2)(A) demonstrate that the provision still retains significant function when the phrase statement respecting the debtors financial condition is interpreted to encompass a statement about a single asset.

Section 523(a)(2)(A) has been applied when a debt arises from forms of fraud, like fraudulent conveyance schemes, that can be effected without a false representation. Husky Intl Electronics, Inc. v. Ritz, 578 U.S. ----, ----, 136 S.Ct. 1581, 1586, 194 L.Ed.2d 655 (2016). It also has been used to bar the discharge of debts resulting from misrepresentations about the value of goods, property, and services.

B

Second, Lamar asserts that Applings interpretation is inconsistent with the overall principle that the Bankruptcy Code exists to afford relief only to the honest but unfortunate debtor, Cohen, 523 U.S., at 217, 118 S.Ct. 1212, because it leaves fraudsters free to swindle innocent victims for money, property or services by lying about their finances, then discharge the resulting debt in bankruptcy, just so long as they do so orally. Brief for Petitioner 35.

This general maxim, however, provides little support for Lamars interpretation. The text of § 523(a)(2) plainly heightens the bar to discharge when the fraud at issue was effectuated via a statement respecting the debtors financial condition. The heightened requirements, moreover, are not a shield for dishonest debtors. Rather, they reflect Congress effort to balance the potential misuse of such statements by both debtors and creditors. As the Court has explained previously:

The House Report on the [Bankruptcy Reform Act of 1978] suggests that Congress wanted to moderate the burden on individuals who submitted false financial statements, not because lies about financial condition are less blameworthy than others, but because the relative equities might be affected by practices of consumer finance companies, which sometimes have encouraged such falsity by their borrowers for the very purpose of insulating their own claims from discharge. Field v. Mans, 516 U.S. 59, 76-77, 116 S.Ct. 437, 133 L.Ed.2d 351 (1995).

Specifically, as detailed in Field, the House Report noted that consumer finance companies frequently collected information from loan applicants in ways designed to permit the companies to later use those statements as the basis for an exception to discharge. Commonly, a loan officer would instruct a loan applicant to list only a few or only the most important of his debts on a form with too little space to supply a complete list of debts, even though the phrase, I have no other debts, would be printed at the bottom of the form or the applicant would be instructed to write the phrase in his own handwriting. Id., at 77, n. 13, 116 S.Ct. 437. If the debtor later filed for bankruptcy, the creditor would contend that the debtor had made misrepresentations in his loan application and the creditor would threaten litigation over excepting the debt from discharge. That threat was often enough to induce the debtor to settle for a reduced sum, even where the merits of the nondischargeability claim were weak. H.R. Rep. No. 95-595, p. 131 (1977).

Notably, Lamars interpretation of statement respecting the debtors financial condition would not bring within § 523(a)(2)(B)s reach the very types of statements the House Report described, because those debts-only statements said nothing about assets and thus did not communicate fully the debtors overall financial status. Yet in Field, the Court explained that the heightened requirements for nondischargeability under § 523(a)(2)(B) were intended to address creditor abuse involving such statements. 516 U.S., at 76-77, 116 S.Ct. 437. Lamars construction also would render § 523(a)(2)(B) subject to manipulation by creditors, frustrating the very end Congress sought to avoid when it set forth heightened requirements for rendering nondischargeable statements respecting the debtors financial condition. Ibid .

Finally, although Lamar tries to paint a picture of defenseless creditors swindled by lying debtors careful to make their financial representations orally, creditors are not powerless. They can still benefit from the protection of § 523(a)(2)(B) so long as they insist that the representations respecting the debtors financial condition on which they rely in extending money, property, services, or credit are made in writing. Doing so will likely redound to their benefit, as such writings can foster accuracy at the outset of a transaction, reduce the incidence of fraud, and facilitate the more predictable, fair, and efficient resolution of any subsequent dispute.

IV

For the foregoing reasons, the Court holds that a statement about a single asset can be a statement respecting the debtors financial condition under § 523(a)(2) of the Bankruptcy Code. The judgment of the Court of Appeals for the Eleventh Circuit is affirmed.

It is so ordered.

Justice THOMAS, Justice ALITO, and Justice GORSUCH join all but Part III-B of this opinion.

Compare In re Bandi, 683 F.3d 671, 676 (C.A.5 2012) (a statement about a single asset is not a statement respecting the debtors financial condition); In re Joelson, 427 F.3d 700, 714 (C.A.10 2005) (same), with In re Appling, 848 F.3d 953, 960 (C.A.11 2017) (a statement about a single asset can be a statement respecting the debtors financial condition); Engler v. Van Steinburg, 744 F.2d 1060, 1061 (C.A.4 1984) (same).

Congress in fact used just such statement of language elsewhere in the Bankruptcy Code. See, e.g., 11 U.S.C. § 329(a) ( statement of the compensation paid); § 521(a)(1)(B)(iii) (statement of the debtors financial affairs); § 707(b)(2)(C) (statement of the debtors current monthly income).

See, e.g., Tenn v. First Hawaiian Bank, 549 F.2d 1356, 1358 (C.A.9 1977) (per curiam ) ([A]ppellants recordation of the deed which they knew was false for the purpose of obtaining an extension of credit on the basis of an asset that they did not own was a false statement of financial condition (citing Scott v. Smith, 232 F.2d 188, 190 (C.A.9 1956) )); In re Butler, 425 F.2d 47, 49, 52 (C.A.3 1970) (affirming holding that a corporations false statements as to select accounts receivable qualified as statements respecting financial condition); Shainman v. Shears of Affton, Inc., 387 F.2d 33, 38 (C.A.8 1967) (A written statement purporting to set forth the true value of a major asset of a corporation, its inventory, is a statement respecting the financial condition of that corporation.... There is nothing in the language or legislative history of this section of the [Bankruptcy] Act to indicate that it was intended to apply only to complete financial statements in the accounting sense); Albinak v. Kuhn, 149 F.2d 108, 110 (C.A.6 1945) (No cases have been cited to us, and none has been found by careful examination, which confines a statement respecting ones financial condition as limited to a detailed statement of assets and liabilities); In re Weiner, 103 F.2d 421, 423 (C.A.2 1939) (holding that a debtors false statement about an asset that was pledged as collateral was a statement respecting financial condition).

See also, e.g., In re Tucker, 539 B.R. 861, 868 (Bkrtcy.Ct.D.Idaho 2015) (holding nondischargeable under § 523(a)(2)(A) a debt arising from the overpayment of social security disability benefits to an individual who failed to report changes to his employment despite a legal duty to do so); In re Drummond, 530 B.R. 707, 710, and n. 3 (Bkrtcy.Ct.E.D.Ark.2015) (same, and concluding that the requirement of the debtor to notify [the Social Security Administration] if she returns to work is not a statement that respects the debtors financial condition).

See, e.g., In re Bocchino, 794 F.3d 376, 380-383 (C.A.3 2015) (holding nondischargeable under § 523(a)(2)(A) civil judgment debts against a debtor-stockbroker who made misrepresentations about investments); In re Cohen, 106 F.3d 52, 54-55 (C.A.3 1997) (holding that a landlords misrepresentations about the rent that legally could be charged for an apartment constituted fraud under § 523(a)(2)(A) ); United States v. Spicer, 57 F.3d 1152, 1154, 1161 (C.A.D.C.1995) (holding nondischargeable under § 523(a)(2)(A) a settlement agreement owed to the Government based on an investors misrepresentations of downpayment amounts in mortgage applications).

In addition to the writing requirement, § 523(a)(2)(B) requires a creditor to show reasonable reliance. 11 U.S.C. § 523(a)(2)(B)(iii). Section 523(a)(2)(A), by contrast, requires only the lesser showing of justifiable reliance. Field v. Mans, 516 U.S. 59, 61, 70-75, 116 S.Ct. 437, 133 L.Ed.2d 351 (1995).