Blouin v. Bay Point Capital Partners II, L.P.

CourtDistrict Court, E.D. New York
DecidedSeptember 4, 2025
Docket2:24-cv-07744
StatusUnknown

This text of Blouin v. Bay Point Capital Partners II, L.P. (Blouin v. Bay Point Capital Partners II, L.P.) is published on Counsel Stack Legal Research, covering District Court, E.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Blouin v. Bay Point Capital Partners II, L.P., (E.D.N.Y. 2025).

Opinion

U.S. DISTRI CT COURT UNITED STATES DISTRICT COURT EASTERN DISTRICT OF NEW YORK EASTERN DISTRICT OF NEW YORK LONG ISLAND OFFICE ------------------------------------------------------------------X In re: MEMORANDUM & ORDER ABERDEEN ENTERPRISES, INC., CV 24-7744 (GRB)

Debtor, ------------------------------------------------------------------X LOUISE BLOUIN AND ABERDEEN ENTERPRISES (BVI) LTD, Appellants, -against-

BAY POINT CAPITAL PARTNERS II, LP,

Appellee.

------------------------------------------------------------------X GARY R. BROWN, United States District Judge: The instant case is an appeal from the bankruptcy proceeding of debtor Aberdeen Enterprises, Inc. (“Aberdeen” or “debtor”) under chapter 11 of the Bankruptcy Code. DE 1. Appellants Louise Blouin1 and Aberdeen Enterprises (BVI) Ltd2 appeal from a final order of the Honorable Alan S. Trust, Chief United States Bankruptcy Judge for the Eastern District of New York, overruling the debtor’s claim objection. In its claim objection, Aberdeen sought to reduce and/or reallocate the closing payments made to appellee Bay Point Capital Partners II, LP (“Bay

1Appellant Louise Blouin owns and controls Aberdeen Enterprises, Inc. DE 13 at 107; DE 14-1 at 49.

2Appellant Aberdeen Enterprises (BVI) Ltd is Aberdeen’s off-shore, non-debtor corporate parent. DE 7 at 2. As a preliminary matter, Aberdeen Enterprises (BVI) Ltd’s appeal is dismissed because appellant, a limited liability company, is not represented by counsel. As a limited liability company, Aberdeen Enterprises (BVI) Ltd may appear in federal court only through a licensed attorney and thus may not represent itself in this action. Lattanzio v. COMTA, 481 F.3d 137, 139-140 (2d Cir. 2007) ("Because both a partnership and a corporation must appear through licensed counsel, and because a limited liability company is a hybrid of the partnership and corporate forms, a limited liability company... may appear in federal court only through a licensed attorney.”). Accordingly, Bay Point’s motion to dismiss Aberdeen Enterprises (BVI) Ltd’s appeal is granted. As such, the Court considers Bay Point’s motion to dismiss solely as to appellant Blouin (hereinafter “Blouin” or “appellant”), who is proceeding pro se in this appeal. Point” or “appellee”) under a joint plan of liquidation filed by Bay Point, Aberdeen, and Aberdeen’s affiliate, Brickchurch Enterprises, Inc. (“Brickchurch”) and approved by Judge Trust, arguing that the payment provisions in the plan were inconsistent with the sale provisions set forth in a pre-petition state court foreclosure.

Bay Point moves to dismiss the instant appeal, asserting that dismissal is appropriate because: (1) appellant failed to timely comply with the filing requirements under Rule 8009 of the Federal Rules of Bankruptcy Procedure; and (2) appellant’s claims for relief are barred by the doctrine of res judicata. For the reasons set forth below, the Court agrees on both grounds and dismisses the instant appeal. BACKGROUND The debtors in the main bankruptcy case were Aberdeen and Brickchurch. DE 7-1 at 7. Aberdeen and Brickchurch’s main assets were two contiguous oceanfront properties comprising a four-acre estate in Southampton, New York, and the debtors were co-borrowers on a loan secured by the properties. DE 7-1 at 8. Blouin owned and controlled Aberdeen and Brickchurch

as well as the two properties. DE 13 at 107. In July 2018, JGB Partners, LP and its related companies (collectively “JGB”) loaned the debtors $26 million, secured by both debtors’ properties, with a first mortgage against the Brickchurch property, and a second lien mortgage against the Aberdeen property.3 DE 7-1 at 8; DE 13 at 137. In November 2019, JGB commenced a foreclosure action in state court, seeking to foreclose on the Aberdeen lien. DE 7-1 at 8. On February 2, 2022, the state court entered a foreclosure judgment in the JGB foreclosure action, which was stayed on April 30, 2022, when Brickchurch filed a chapter 11 petition in the United States Bankruptcy Court for the Eastern

3 The Aberdeen second lien was junior to a lien held by Morgan Stanley Private Bank, NA (“Morgan Stanley”). DE 7-1 at 8. District of New York under Case No. 22-70914. DE 7-1 at 8; DE 14-1 at 1. On August 2, 2023, Aberdeen filed a separate chapter 11 petition under Case No. 23-72834 (collectively with the Brickchurch case, the “chapter 11 cases”). DE 7-1 at 11; DE 14-1 at 1. On September 6, 2023, the Bankruptcy Court entered an Order granting the motion for the joint administration of the

debtors’ chapter 11 cases. Id.; DE 7-1 at 11; DE 14-1 at 1. After multiple hearings, Aberdeen and Brickchurch filed a joint chapter 11 plan, which provided for the sale of both properties to satisfy the claims of the estates. DE 7-1 at 11; DE 14-1 at 2. The debtors filed a joint motion to sell both properties pursuant to an auction process. DE 7-1 at 11-12; DE 14-1 at 2. After a hearing held in February 2024, Judge Trust found that the debtors’ properties “had been extensively marketed, the sale process followed by the parties was fair and vigorous, and resulted in the highest and best achievable value for the [p]roperties.” DE 14-1 at 4. Judge Trust approved the sale transactions, and the debtors and Bay Point entered a consensual joint plan regarding the approved sales and the distribution of the sales proceeds.4 DE 7-1 at 12-13. On March 1, 2024, the Bankruptcy Court confirmed the debtors’ and Bay Point’s second

amended joint liquidating plan (the “Joint Plan of Liquidation”) and entered an Order of Confirmation. DE 20 at 239. The Order of Confirmation expressly stated that it was “a final order within the meaning of 28 U.S.C. § 158(a) and the period in which an appeal must be filed shall commence immediately upon the entry thereof.” DE 7-1 at 14; DE 14-1 at 42, ¶ 116. No notice of appeal was filed. Id. On April 5, 2024, Aberdeen filed a claim objection seeking to reduce and/or reallocate

4 Section 5.8 of the joint plan provided that unless otherwise provided in the plan, the sales proceeds realized from the Aberdeen property, then estimated at $45 million (less closing adjustments), would be allocated approximately $16.2 million to Bay Point for amounts due under the Morgan Stanley judgment, and approximately $26.7 million to Bay Point for amounts due under the JGB judgment. DE 7-1 at 13. The proceeds allocable to the Brickchurch sale of approximately $43.3 million (less closing adjustments) would be distributed approximately $30.5 million to Bay Point for amounts due under the JGB judgment and approximately $10.2 million for amounts due under the loan documents. Id. the closing payments that Bay Point received, maintaining that the payments should be consistent with the JGD foreclosure judgment. DE 1-12 at 49; DE 20 at 240. Bay Point filed its response in opposition to the Aberdeen objection on May 8, 2024, and Aberdeen filed its reply on May 10, 2024. DE 20 at 240. The Bankruptcy Court held a hearing, and on October 9, 2024, the

Bankruptcy Court issued an oral decision overruling the Aberdeen debtor’s claim objection. DE 7-1; DE 20 at 240. In its ruling, the bankruptcy court found that the Order of Confirmation approving the distribution of funds to Bay Point under the Joint Plan of Liquidation precluded Aberdeen from asserting that the plan payments were required to conform to the provisions of the pre-petition state court foreclosure judgment.

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Bluebook (online)
Blouin v. Bay Point Capital Partners II, L.P., Counsel Stack Legal Research, https://law.counselstack.com/opinion/blouin-v-bay-point-capital-partners-ii-lp-nyed-2025.