Rosen v. A-H, Inc.

This appeal turns on the construction of a subordination clause in a 1973 convertible debenture issued by Austin Hastings Co., Inc. (the Company), to the defendant, A-H, Inc. A judge of the Superior Court held that the defendant’s claim to the proceeds of a foreclosure sale was subordinated to the claims of unsecured trade creditors represented by the plaintiffs. We affirm.

The 1973 debenture was issued in exchange for an earlier debenture of the Company, given to the defendant in partial payment for the purchase by the Company of the defendant’s assets. The debenture matured in July, 1976,…