In Re: Whittaker Clark & Daniels v.

3rd CircuitSep 10, 2025

Split Score

SplitScore: 51/100

Case Summary

Disposition

Affirmed

The panel rejected challenges to Whittaker Clark & Daniels’ Chapter 11 filing, holding that its board—despite a prior South Carolina receivership—had authority under New Jersey law to commence bankruptcy and that an improperly filed petition is not jurisdictional. It further ruled that successor-liability ‘product-line’ claims against Brenntag are general estate property under 11 U.S.C. § 541(a)(1) as interpreted by In re Emoral, and therefore may be pursued or settled by the debtors for the benefit of all creditors. Accordingly, the Third Circuit affirmed the District and Bankruptcy Courts’ orders.

Circuit Split Identified

Legal Issue

Whether federal bankruptcy courts must apply the forum state’s choice-of-law rules under Klaxon, or may instead apply a federal common-law choice-of-law rule.

Circuit Positions

2nd Circuit3rd Circuit(this circuit)4th Circuit

Forum-state Klaxon rule governs in bankruptcy unless an overriding federal interest requires a special federal conflicts rule

8th Circuit

Klaxon always governs in bankruptcy with no exceptions

9th Circuit

Klaxon does not apply in bankruptcy; federal courts apply a federal common-law conflicts rule

Conflict Summary

The Ninth Circuit rejects Klaxon in bankruptcy and applies a federal common-law conflicts rule; the Eighth Circuit applies Klaxon categorically; the Second and Fourth Circuits apply Klaxon unless an overriding federal interest justifies a federal conflicts rule. In this opinion, the Third Circuit (through a concurrence) aligns with the Second/Fourth approach, endorsing Klaxon in bankruptcy but leaving room for rare federal-interest exceptions.

Parties & Counsel

Parties

Appellant:Peter Protopapas (South Carolina Receiver) & Official Committee of Talc Claimants
Appellee:Whittaker, Clark & Daniels, Inc. and affiliated debtors

Legal Counsel

Appellant:Morgan, Lewis & Bockius LLP (for Protopapas); Cooley LLP, Caplin & Drysdale, and Sherman, Silverstein et al. (for Committee)
Appellee:Cole Schotz P.C.; Kirkland & Ellis LLP; Clement & Murphy PLLC (for Debtors); Munger, Tolles & Olson LLP (for Berkshire/Insurer intervenors)

Opinion Document