IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: ) ) COLLINS & AIKMAN CORPORATION,

et al.1 ) ) Debtors. ) ) ) ) ) ) _________________________________________) THE COLLINS & AIKMAN POSTCONSUMMATION TRUST, Plaintiff, v. TRW VEHICLE SAFETY SYSTEMS, INC., Defendant. _______________________________________ COMPLAINT Adv. Pro. No. __________________(SWR) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

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The Collins & Aikman Post-Consummation Trust (the Trust), as successor to the above-captioned Debtors (collectively, the Debtors) pursuant to the First Amended Joint Plan of Reorganization of Collins & Aikman Corporation and its Debtor Subsidiaries (the Plan) [Dckt. #7731], as confirmed by the Order Confirming First Amended Joint Plan of Collins & Aikman Corporation and its Debtor Subsidiaries (the Order) [Dckt. #7827], for its Complaint in this Adversary Proceeding against Defendant TRW Vehicle Safety Systems, Inc. (TRW), states as follows: 1. As confirmed in the Order, Debtors rights to commence and pursue . . . any and

all Causes of Action . . . whether arising before or after the Petition Date, in any court or other tribunal in an adversary proceeding or contested matter . . . will be transferred to the Litigation Trust or the Post-Consummation Trust, as applicable, in accordance with the Plan. (Order at 34.) Thus, the Trust is the appropriate Plaintiff for this adversary proceeding as defined by the Plan and confirmed in the Order. 2. the Order. 3. Venue is otherwise proper in this Court. Factual Allegations 4. On May 17, 2005 (the Petition Date), Debtors filed voluntary petitions for relief The Court maintained jurisdiction over this action pursuant to paragraph 41(f) of

under chapter 11 of the Bankruptcy Code in this Court. 5. Prior to the Petition Date, TRW purchased a number of products from Debtors for

its Inflatable Restraints division in Cookeville, Tennessee. 6. TRW accepted the products shipped by Debtors without objection.

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7.

Debtors issued invoices for the products they shipped to TRW. A summary of the

invoices is attached hereto as exhibit A. 8. 9. 10. 11. $266,544.42. 12. 13. 14. invoices. 15. TRW asserts that it is entitled to a set-off for payments due and owing from The invoices remain open, due and owing in the amount of $266,544.42. TRW has never paid the invoices. Despite repeated requests for payment of the invoices, TRW has not paid the TRW never objected to the invoices it received from Debtors. TRW never paid the invoices it received from Debtors. The total amount of the unpaid invoices is $266,544.42. The invoices constitute valid contracts for which TRW owes Debtors estate

Debtors to TRW. 16. 17. TRW claims that it is owed $181,592.14. Of the $181,592.14 asserted to be owing to TRW, Debtors can only verify

$124,923.55 owing. 18. TRW claims additional amounts are due and owing from Debtors to TRW, but

TRW has been unable to produce any information regarding those alleged additional amounts owing. 19. Thus, to the extent TRW would be entitled to a set-off, TRW is only entitled to a

set-off of $124,923.55. 20. $141,620.87. Even if TRW were entitled to a set-off, TRW would still owe the Trust

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Count I Breach of Contract 21. 22. 23. Debtors. 24. 25. 26. 27. The Trust has demanded payment of the invoices, but TRW has refused. TRW has breached its agreement with Debtors by refusing to pay the invoices. Debtors and the Trust have been damaged by TRWs refusal to pay the invoices. The Trust seeks judgment as hereinafter set forth. Count II Unjust Enrichment 28. 29. 30. The Trust incorporates the preceding allegations as though fully set forth herein. This Count is plead in the alternative to the foregoing count. Debtors have fulfilled their obligations to TRW and/or are prepared to fulfill their The Trust incorporates the preceding allegations as though fully set forth herein. There are binding and enforceable agreements between TRW and Debtors. Pursuant to the Plan, the Trust may enforce the agreement between TRW and

obligations to TRW. 31. TRW. 32. 33. 34. Debtors actions caused detriment to Debtors. Now, TRW refuses to pay the debt it owes to Debtors. The tremendous disparity between the enrichment realized by TRW to the Debtors fulfillment of their obligations to TRW conferred substantial benefit to

detriment of Debtors constitutes unjust enrichment. 35. The unjust enrichment realized by Debtors has caused the Trust, as successor in

interest to Debtors, damages. 36. The Trust seeks judgment as hereinafter set forth.

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Prayer for Relief WHEREFORE, the Trust respectfully requests that this Court enter judgment in its favor and against TRW in an amount not less than $141,620.87 (but possibly as much as $266,544.42), plus interest, costs and attorney fees incurred in bringing this action, and all such other relief that the Court deems just, equitable or appropriate under the circumstances. Nothing in this

Complaint, including this Prayer for Relief, does not waive any defenses available to the Trust regarding TRWs purported entitlement to a set-off of the $266,544.42 with alleged amounts due and owing from Debtors to TRW. Respectfully submitted, BOYLE BURDETT By:s/H. William Burdett, Jr. Eugene H. Boyle, Jr. (P42023) H. William Burdett, Jr. (P63185) 14950 East Jefferson, Suite 200 Grosse Pointe Park, Michigan 48230 (313) 344-4000 (313) 344-4001 (facsimile) burdett@boyleburdett.com Attorneys for the Collins & Aikman PostConsummation Trust

Dated: November 7, 2008

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