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1. Claim and Debt Defined.
Section 101(5) defines "claim" and section 101(12) defines "debt." To determine whether a transfer is for or on account of an antecedent debt owed by the debtor, the court must consider whether the creditor would be able to assert a claim against the estate if the payment had not been made. Alfa Mut. Fire Ins. Co. v. Memory (In re Martin), 184 B.R. 985 (M.D. Ala. 1995), aff'd, 101 F.3d 708 (11th Cir. 1996). Baker Hughes Oilfield Operations, Inc. v. Cage (In re Ramba Inc.), 416 F.3d 394 (5th Cir. 2005), provides a comparison and contrast discussion of both the antecedent debt requirement and the contemporaneous exchange exception of section 547(c)(1) and holds that a payment by debtor to creditor/preference defendant in exchange for creditor's dismissal of its involuntary bankruptcy proceeding against debtor was a payment of antecedent debt (being the debt that led to the filing of the involuntary petition) for purposes of section 547(b)(2).
When a debt is exposed to penalties, not when the tax return is due sets the date on which the debt is due. United States v. Pullman Constr. Indus., Inc., 210 B.R. 302 (N.D. Ill. 1997); see also Carolyn's Kitchen, Inc. v. Cybergenics Corp (In re Carolyn's Kitchen, Inc.), 209 B.R. 204 (Bankr. N.D. Tex. 1997); Hendon v. Gen. Motors Acceptance Crop. (In re B & B Utils., Inc.), 208 B.R. 417 (Bankr. E.D. Tenn. 1997). If the debt existed before the transfer, then the debt constitutes an antecedent debt for purposes of section 547(b)(2) whether the debt is matured or unmatured. Breeden v. L.I. Bridge Fund, L.L.C.
(In re Bennett Funding Group, Inc.), 220 B.R. 739 (B.A.P. 2d Cir. 1998).
A lease termination payment that terminates the debtor's liability for future rent payments, is a transfer on account of an antecedent debt. Midwest Holding #7, L.L.C. v. Anderson (In re Tanner Family, LLC), 556 F.3d 1194 (11th Cir. 2009); accord In re Upstairs Gallery, 167 B.R. 915 (9th Cir. B.A.P. 1994).
Fees paid to a real property management company by the debtor are transfers on account of an antecedent debt. The management company tried to argue that the monthly fees were prepayments for the services to be rendered; however, the court held that the debtor incurred the debt when it entered into the 5-year management contract. Kipperman v. Onex Corp., 411 B.R. 805 (N.D. Ga. 2009).
Legal claims arise when the legal services are performed, not when the bill itself is presented to the client. U.S. Trustee v. First Jersey Sec., Inc. (In re First Jersey Sec., Inc.),
