Seitz, Chief Judge, and Van Dusen and Gibbons, Circuit Judges.
VAN DUSEN, Circuit Judge.
These are appeals from Order No. 706, 346 F. Supp. 1323, dated May 10, 1972, as amended by Order No. 720, dated May 24, 1972, of the United States District Court for the Eastern District of Pennsylvania (Reorganization Court), in the reorganization proceedings, under Section 77 of the Bankruptcy Act, 11 U.S.C. § 205 (1970), of the Penn Central Transportation Company, Debtor (Penn Central). Order No. 706 requires the appellants, Manufacturers Hanover Trust Company, Bankers Trust Company and Morgan Guaranty Trust Company of New York (collectively, Indenture Trustees), as trustees of three systemwide mortgages (Hudson River Mortgages)*fn1 covering a portion of Penn Central's railroad to release from the lien of the Hudson River Mortgages a parcel of property (subject property) situated in Niagara Falls, New York.
The subject property, consisting of 58.903 acres, was conveyed by Penn Central to the New York State Urban Development Corporation (UDC) on December 30, 1969, approximately six months prior to the commencement of the reorganization proceedings below, for a total cash consideration of $346,000.
Although the subject property was encumbered, inter alia, by liens of the Hudson River Mortgages which secured a debt of approximately half a billion dollars, Penn Central did not complete the procedure provided for in the mortgages for obtaining releases. Rather, Penn Central, at the closing, delivered a letter informing UDC that the releases from the Hudson River Mortgage liens had been requested and agreeing to deliver the releases to UDC immediately upon receipt by Penn Central. Penn Central further agreed in that letter to indemnify UDC if the liens were collected out of the subject property.
At the time of the closing, Penn Central had in fact not requested such releases, allegedly since the consideration was not to be paid by UDC until January 14, 1970. In March of 1970, it was discovered that there was no independent appraisal of the property as required by Manufacturers Hanover Trust Company, trustee of the mortgage constituting the prior lien on the property, and a request was made to Penn Central's Syracuse real estate office to secure such an appraisal. Before that could be accomplished, the reorganization proceedings were instituted on June 21, 1970, and Penn Central took no further action to obtain the mortgage releases.
UDC, in April 1971, petitioned the Reorganization Court for an order, inter alia, requiring Penn Central to secure the necessary mortgage releases by remitting to the Indenture Trustees the amount of the consideration paid by UDC, or, in the alternative, directing the Indenture Trustees to issue the mortgage releases without further payment. The trustees of the debtor concurred in the latter request to require the Indenture Trustees to release the subject premises from the liens of the Hudson River Mortgages. On September 9, 1971, the Reorganization Court entered Order No. 422, in which the response and memorandum of law filed by the Penn Central Trustees were deemed to be a petition by the Trustees seeking issuance of the mortgage releases.
In conformance with Order No. 422, the Penn Central Trustees submitted to each of the Indenture Trustees formal requests for mortgage releases, together with an affidavit by an independent appraiser valuing the subject property at the time of conveyance at $296,450. The Penn Central Trustees further certified to the Reorganization Court that the value of the additions and betterments constructed at the debtor's Selkirk Yard after the conveyance of the subject property but prior to June 21, 1970, was in excess of the proceeds derived from the conveyance.
A hearing on the basis of affidavits was held with regard to the petition of the Penn Central Trustees on October 12, 1971.
On May 10, 1972, the Reorganization Court entered its Opinion and Order No. 706,*fn2 directing the Indenture Trustees to execute and deliver to the Penn Central Trustees appropriate mortgage release documents in consideration of the substitute security represented by the additions and betterments which had been certified by the Penn Central Trustees. The Indenture Trustees dispute Order No. 706 on two grounds: first, that the Reorganization Court was without jurisdiction over the subject matter of the Penn Central Trustees' claim; and, second, that even if there was jurisdiction, the Hudson River Mortgages did not provide for releases under these circumstances.
The jurisdictional argument is not without problems. Section 77(a) of the Bankruptcy Act, 11 U.S.C. § 205(a) (1970), gives the Reorganization Court "exclusive jurisdiction of the debtor and its property wherever located." Thus, the Reorganization Court did not have jurisdiction over the subject property itself, since it was no longer the Penn Central's, or over the claims of UDC and the Indenture Trustees for that property, even if it affects the Penn Central's estate. See In re South Jersey Land Corp., 361 F.2d 610 (3d Cir. 1966); In re Magnus Harmonica Corp., 233 F.2d 803; 237 F.2d 867 (3d Cir. 1956). But the Reorganization Court did not assert such jurisdiction. Rather, the Reorganization Court asserted jurisdiction only over the Penn Central's claim that the Indenture Trustees, having filed a claim in the Reorganization Court, were obligated to release their liens on the subject property. As to this basis of jurisdiction, we agree with the Reorganization Court.
Ordinarily, when an obligation is disputed, the Trustees must proceed against the alleged obligor in a plenary action brought in a court of general jurisdiction. In re Lehigh Valley RR., 458 F.2d 1041 (3d Cir. 1972). It is only where there is no question about the existence of or entitlement to the obligation that a reorganization court has jurisdiction. In re Penn Central Transportation Co., 453 F.2d 520 (3d Cir. 1972). There is, however, an exception where the trustees' claim arises out of the transaction that is the subject matter of the alleged obligor's proof of claim filed against the debtor in the reorganization proceeding. See In re Carnell Construction Corp., 424 F.2d 296 (3d Cir. 1970). In the present case, were the Indenture Trustees to move against the subject property while wrongfully withholding releases, Penn Central would be liable to UDC for the value of the property and for UDC's expenses and legal fees in view of the indemnity agreement in the above-mentioned letter delivered at the closing. See A.C. Israel Commodity Co. v. American-West-African Line, Inc., 397 F.2d 170 (3d Cir. 1968). Although the first element of liability would be offset by a decline in the amount to which the Indenture Trustees would be entitled under their mortgages, the second element would constitute damages to Penn Central. Having arisen in connection with the Indenture Trustees' attempts to enforce the mortgages, which are the basis of their proof of claim, these damages could properly be asserted in a compulsory counterclaim. Cf. F.R.Civ.P. 13(a). As the Reorganization Court would have had jurisdiction over such a counterclaim, we think it had jurisdiction over the petition by the Penn Central Trustees to procure the releases.
Turning to the above-mentioned second ground of the Indenture Trustees, we have concluded that the terms of the mortgages do not give the Trustees the right to such releases under the special circumstances of this case. The failure of Penn Central and UDC to notify the Indenture Trustees of the sale until April 1971 (approximately 10 months after the debtor's petition was filed), the delay in the request to the Indenture Trustees for releases until October 1971, and the absence of a factual basis for the district court's ...