Second Circuit Clarifies Standard for Judicial Admissions

By: Lianna Murphy

St. John’s University School of Law

American Bankruptcy Institute Law Review Staff Member


A judicial admission “is a statement made by a party or its counsel” regarding a fact that is binding on the admitting party throughout the case.[1] In Pillars v. GM LLC, the United States Court of Appeals for the Second Circuit held that language from a superseded sale agreement was not a binding judicial admission because such admissions must be “deliberate, clear and unambiguous.”[2] The Second Circuit found that the Appellant’s wrongful death lawsuit should be stayed because the Debtor’s unintentional citation to language from an outdated agreement constituted a mistake rather than a judicial admission.[3] It further held that the Bankruptcy Court for the Southern District of New York had inappropriately permitted the Appellant’s claim to proceed in the first instance after interpreting the superseded agreement as a judicial admission.[4]

General Motors LLC (“New GM”) purchased General Motors Corporation’s (“Old GM”) assets following Old GM’s 2009 bankruptcy filing.[5] The original sale agreement (dated June 26, 2009) was amended several days later (June 30, 2009) to narrow the purchaser’s liability to the results of incidents occurring on or after July 10, 2009.[6] The bankruptcy court authorized and approved the June 26, 2009 sale agreement, including the June 30, 2009 amendments, and “issued an order outlining the terms of the sale.”[7] In 2015, Appellant Benjamin Pillars commenced a wrongful death lawsuit in Michigan State Court against New GM.[8] When New GM removed the case to federal court in Michigan, it cited language from the older, broader June 29, 2009 agreement and sought to prevent Appellant’s claim.[9] Pillars responded, requesting that the bankruptcy court deny the Debtor’s request.[10]

The bankruptcy court permitted the Appellant’s claim to proceed because the Debtor mistakenly cited the June 26, 2009, sale agreement in its answer.[11] Even though New GM cited language from the superseded sale agreement that mistakenly featured “distinct and discreet occurrences” language, in the court’s opinion, they “admitted liability.”[12] New GM appealed the bankruptcy court’s decision to deny a motion to reconsider the July order to the district court.[13] The district court determined that the bankruptcy court “failed to apply [] the standard by which courts are intended to gauge whether something is a judicial admission.”[14] The district court focused on the fact that any proposed judicial admission should “be an admission of fact” and that it should be “unequivocal, deliberate, clear, or unambiguous.”[15]

The appellate court discussed the purpose of a judicial admission and the significance it carries, since it “binds the party making it throughout the course of the proceeding.”[16] Following the logic of other circuit courts, which echoed the district court’s opinion, the Second Circuit affirmed the lower decision and held that a judicial admission standard would require a statement to be “a formal statement of fact” that is “intentional, clear, and unambiguous.”[17]

[1] Pillars v. GM LLC (In re Motors Liquidation Co.), 957 F.3d 357, 360 (2d Cir. 2020).

[2] See id.

[3] See id. at 361.

[4] See id.

[5] See id.

[6] See id. at 359.

[7] See id.

[8] See id.

[9] See id.

[10] See id.

[11] See id.

[12] See id. (quoting See In re Motors Liquidation Co. ("Deutsch"), 447 B.R. 142 (Bankr. S.D.N.Y. 2011)).

[13] See id. at 360 (quoting In re Motors Liquidation Co., 590 B.R. 39, 56 (S.D.N.Y. 2018)).

[14] See id.

[15] See id.

[16] See id. See also Official Comm. of Unsecured Creditors of Color Tile, Inc. v. Coopers & Lybrand, LLP, 322 F.3d 147, 167 (2d Cir. 2003).

[17] See id.