---
title: 德汇美国破产法问答 （系列之二）
description: 德汇美国破产法问答 （系列之二）
---

[美国中国总商会新闻 ](https://www.cgccusa.org/zh/news)

# [德汇美国破产法问答 （系列之二）](https://www.cgccusa.org/zh/news/德汇美国破产法问答-系列之二)

 Written by [CGCC](https://www.cgccusa.org/zh/news/author/cgcc) | 十月 30, 2020

来源：[Dorsey  
 & Whitney （](https://www.dorsey.com/newsresources/publications/client-alerts/2020/10/us-bankruptcy-law-qa-series-two)德汇律师事务所）

 作者：德汇律师事务所 破产法团队

 2020年10月

This  
 Series Two will address questions relating to how suppliers and their supply  
 contracts are impacted by a bankruptcy filing and the benefits and concerns of  
 continuing to do business with a company in bankruptcy

**1. Question: We supplied goods to the  
 debtor in the days or weeks leading up to the bankruptcy filing. Does that give  
 us any special rights in the bankruptcy case?**

Yes. Bankruptcy Code § 546(c) preserves a  
 supplier’s right to reclaim goods supplied to a debtor within 45 days of the  
 bankruptcy filing, but only if the supplier has the right to do so under  
 applicable U.S. state or other non-bankruptcy law. Such applicable  
 non-bankruptcy law may include the United Nations Convention on Contracts for  
 the International Sale of Goods (CISG), which is a multilateral treaty that  
 establishes a uniform framework for international commerce and provides  
 suppliers with a right of restitution of goods under certain circumstances. As  
 of the date of this article, the CISG has been ratified by 94 countries,  
 representing a significant proportion of international commerce.

Notwithstanding whether a supplier has  
 non-bankruptcy law reclamation or restitution rights, Bankruptcy Code §  
 503(b)(9) gives administrative expense priority status to a supplier’s claim  
 for goods received by a debtor within 20 days before the date of commencement  
 of a bankruptcy case and within the ordinary course of business. This means  
 that suppliers of such goods are entitled to priority of payment in the  
 bankruptcy case.

**2. Question: Can we offset the debt owed  
 against a cash deposit we are holding or suspend the debtor’s line of credit?**

The automatic stay prohibits any act to  
 collect against a prepetition debt after the commencement of the bankruptcy  
 case and is broadly interpreted in favor of debtors. Applying a cash deposit to  
 a prepetition debt without prior court approval may constitute an act to  
 collect a prepetition debt in violation of the automatic stay. It would be  
 worthwhile to consult with a U.S. bankruptcy attorney to determine whether to  
 apply a cash deposit or suspend a line of credit to a debtor in bankruptcy.

**3. Question: Can we terminate our  
 contract with the debtor or demand more favorable payment terms?**

The Bankruptcy Code prohibits counter-parties  
 to contracts with the debtor from terminating or modifying their contracts  
 solely because a debtor has gone into bankruptcy. This limitation does not  
 apply to contracts to make a loan or extend financing; rather, the Bankruptcy  
 Code provides that a creditor cannot be compelled to continue advancing credit  
 to a debtor in bankruptcy. However, a U.S. bankruptcy attorney should be  
 consulted if you wish to modify credit terms.

**4. Question: Should we continue to  
 supply goods and services to the debtor while it is in bankruptcy?**

A Chapter 11 debtor is required to continue  
 performing contract obligations during its bankruptcy case. Claims on account  
 of goods supplied during a bankruptcy case are entitled to administrative  
 expense priority and will, in most instances, be paid in cash in the ordinary  
 course notwithstanding the bankruptcy filing. To the extent such claims are not  
 paid in the ordinary course, they must be paid in full in connection with a  
 plan in order to satisfy Chapter 11 plan confirmation requirements.

In some instances where the Chapter 11 case  
 does not successfully reorganize and the debtor does not have sufficient funds  
 to pay all administrative claims, even holders of administrative claims may not  
 be paid in full. Accordingly, as you continue to supply goods and services to  
 the debtor during its bankruptcy case, it is worthwhile to have a U.S.  
 bankruptcy attorney carefully monitor the bankruptcy case as it progresses.

**5. Question: Does the bankruptcy filing  
 of an affiliate or parent company impact the contract a supplier has with a  
 non-debtor entity?**

So long as no debtor is a party to or has  
 guaranteed the contract, the bankruptcy filing will generally not affect the  
 relationship of a non-debtor affiliate or subsidiary entity with its suppliers.  
 And, even if a debtor is a party to your supply contract, you have many rights  
 in the bankruptcy case, such as administrative expense claims for goods  
 supplied immediately before the filing and those supplied during the bankruptcy  
 case.

**6. Question: Do we still need to file a  
 claim in the bankruptcy case if the debtor listed our debt in its bankruptcy  
 schedules?**

That depends. In a Chapter 11 case, if the  
 debtor lists your debt in its schedules, does not designate such debt as  
 contingent, unliquidated, or disputed, and you agree with the amount of the  
 debt listed, then you do not need to file a claim. Rather, it will be  
 recognized as described on the debtor’s schedules. In any event, because filing  
 a claim is a relatively uncomplicated process, we recommend you file a claim  
 even if so recognized. If the debtor does designate your debt as contingent,  
 unliquidated, or disputed, or if you do not agree with the amount or  
 classification of your claim (such as secured, unsecured, or priority), then  
 you need to file a proof of claim in order to assert the amount that you  
 believe is due.

If the debtor does not list you in its  
 schedules, but you have a claim against the debtor, you should file a claim in  
 the bankruptcy case.

**德汇律师事务所联系人：** Catherine  
 Pan-Giordano   (pan.catherine@dorsey.com)

[View full post](https://www.cgccusa.org/zh/news/德汇美国破产法问答-系列之二)

```json
{
  "@context" : "http://schema.org",
  "@type" : "BlogPosting",
  "author" : {
    "@type" : "Person",
    "name" : "CGCC"
  },
  "dateModified" : "2025-06-24T18:15:00.372Z",
  "datePublished" : "2020-10-30T18:46:40Z",
  "headline" : "德汇美国破产法问答 （系列之二）",
  "image" : {
    "@type" : "ImageObject",
    "height" : 60,
    "url" : "/hs/hsstatic/content_shared_assets/static-1.4092/img/default-amp-logo.png",
    "width" : 60
  },
  "mainEntityOfPage" : "https://www.cgccusa.org/zh/news/德汇美国破产法问答-系列之二",
  "publisher" : {
    "@type" : "Organization",
    "logo" : {
      "@type" : "ImageObject",
      "height" : 60,
      "url" : "/hs/hsstatic/content_shared_assets/static-1.4092/img/default-amp-logo.png",
      "width" : 60
    },
    "name" : "美国中国总商会新闻"
  }
}
```