Transform Secures Dismissal of Adversary Proceeding

Cleary Gottlieb represented Transform Operating Stores LLC (Transform) in an adversary proceeding related to the Sears bankruptcy.

In the complaint, a landlord whose lease was assumed and assigned in the sale process asserted claims for breach of contract, breach of good faith and fair dealing, unjust enrichment, negligence, and injunctive relief. At a hearing held on December 13, 2019, Judge Robert D. Drain granted Transform’s motion to dismiss the complaint in its entirety and held that the landlord was barred from seeking payment for any repairs required prior to assumption and assignment. Judge Drain also agreed with Cleary’s arguments that the court lacked jurisdiction over any post-assignment allegations of breach and that any claims for excusable neglect were not properly asserted.