Chatz v. Stepaniants (In re Fatoorehci)

546 B.R. 786, 2016 Bankr. LEXIS 761
CourtUnited States Bankruptcy Court, N.D. Illinois
DecidedMarch 9, 2016
DocketCase No. 13 B 46203; Adv. No. 14 A 679
StatusPublished
Cited by3 cases

This text of 546 B.R. 786 (Chatz v. Stepaniants (In re Fatoorehci)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, N.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Chatz v. Stepaniants (In re Fatoorehci), 546 B.R. 786, 2016 Bankr. LEXIS 761 (Ill. 2016).

Opinion

[788]*788MEMORANDUM OPINION

PAMELA S. HOLLIS, United States Bankruptcy Judge

This matter comes before the court following trial on the complaint brought by Barry A. Chatz as Chapter 7 Trustee. Chatz seeks avoidance and recovery of certain transfers to Defendant Aram Step-aniants. Having heard the testimony of witnesses and reviewed the exhibits and papers submitted by the parties, for the reasons stated below the court will enter judgment for Stepaniants on all counts.

JURISDICTION

Under 28 U.S.C. § 1334, district courts have original and exclusive jurisdiction of all cases under Title 11. The underlying bankruptcy case was automatically referred to this court pursuant to Internal Operating Procedure 15(a) of the United States District Court for the Northern District of Illinois, as authorized by 28 U.S.C. § 157(a).

This adversary proceeding, filed within the bankruptcy case, contains four counts sounding in federal and state fraudulent transfer law. This court has the statutory authority to enter final judgment on a complaint to avoid fraudulent transfers. 11 U.S.C. §§ 548, 544.

Prior to the Supreme Court’s decision last June in Wellness Int’l Network, Ltd. v. Sharif, — U.S. -, 135 S.Ct. 1932, 1939, 191 L.Ed.2d 911 (2015), there were questions regarding this court’s constitutional authority to enter a final judgment on a fraudulent transfer claim, including whether parties could consent to a final judgment by a bankruptcy judge. In Executive Benefits Ins. Agency v. Arkison, — U.S. -, 134 S.Ct. 2165, 2172, 2174, 189 L.Ed.2d 83 (2014), the Supreme Court assumed without deciding that “fraudulent conveyance claims ... are Stem claims1— that is, proceedings that are defined as ‘core’ under § 157(b) but may not, as a constitutional matter, be adjudicated as such ... ”. The Executive Benefits Court determined that bankruptcy courts may make proposed findings of fact and conclusions of law as to Stem claims. Id. at 2173. It did not determine whether this court could constitutionally enter a final judgment on such a claim, or whether the parties could consent to one.2

The Court resolved those issues last year in Wellness, which put to rest the question of this court’s constitutional authority to enter a final judgment on fraudulent transfer claims, at least under certain circumstances. “Article III is not violated when the parties knowingly and voluntarily consent to adjudication by a bankruptcy judge.” Wellness, 135 S.Ct. at 1939.

In this proceeding, the parties knowingly and voluntarily consented to adjudication by this court. The Trustee alleged in his complaint and Stepaniants admitted in his answer that this court has jurisdiction over this proceeding. Complaint and Answer, ¶ 2. They also alleged and admitted [789]*789that this proceeding is a core matter, and Stepaniants did not demand a trial by jury. The parties appeared before the court through counsel on numerous occasions (and Stepaniants appeared in person, as a witness at trial), and neither one ever suggested that they sought' anything other than a final judgment, or that they did not consent to adjudication in this court.

Even if Stepaniants’ consent was implicit, “implied consent is good enough.” Richer v. Morehead, 798 F.3d 487, 490 (7th Cir.2015). Although Stepaniants is not a “sophisticated businessman” as the parties were in Richer, he is represented by competent counsel who is experienced in bankruptcy practice. “Alternatively (and equivalently) the parties forfeited any objection to the bankruptcy court’s adjudication of the ... claim by failing to object at any point during the litigation to the bankruptcy judge’s adjudicating the claim.” Id.

For all of the reasons stated above, this court has the constitutional authority to enter a final judgment on this complaint.

Venue is proper in this court pursuant to 28 U.S.C. § 1409(a).

FINDINGS OF FACT

Hank Fatoorehchi Founds and Aram Stepaniants Joins First Class Realty

Debtor Hank Fatoorehchi got his real estate license in 1985, his broker’s license in 1989, and eventually a managing broker’s license, after which he established First Class Realty, Lac. in 1996. Tr. at 52-53.

First Class Realty’s business began slipping in the second half of 2005. Fatooreh-chi decided “to sell part of the office so that I can have money to keep the office running.” Tr. at 56, lines 20-21. Although Fatoorehchi never advertised that the business was for sale, he had been thinking about doing so—“[j]ust about everybody knew in the office.” Tr. at 57, line 17.

In fact, his employees’ knowledge of his desire to sell the business was how Aram Stepaniants first came to Fatoorehchi’s attention. “[H]is wife, who was an agent in the office, approached me and said, If you’re looking to sell part of your business, my husband is looking to invest money.” Tr. at 57, lines 20-23.

Meanwhile, Stepaniants did some research to determine whether it would be lucrative to invest with Fatoorehchi, “[a]nd then I thought that this [Fatoorehchi’s business] was interesting.” Tr. at 70, lines 7-8.

In 2007, Stepaniants bought 49 percent of First Class Realty for $350,000. Tr. at 22-23. Since he did not hold a broker’s license, Stepaniants could not own 50% or more of the company. Tr. at 54. He and Fatoorehchi executed an employment agreement providing a $48,000 salary to Fatoorehchi as compensation for serving as manager of the office. Def. Ex. 3.

Stepaniants brought two things to First Class Realty: $350,000, and information technology expertise. The expertise was not gained through formal education—although Stepaniants has two master’s degrees, neither is related to computer science. Instead, “I started doing that when I was 14, and it was always my best thing. I had—like continuous education all the time, but not—mostly self-education.” Tr. at 68, lines 3-6.

After the sale, Fatoorehchi’s “responsibility was to manage and run the office, and [Stepaniants’] responsibility was to take care of the equipment and computers in the office.” Tr. at 55, lines 12-14.

Stepaniants took over all of First Class Realty’s information technology business:

At First Class there was—it was a complicated system. There was a server, [790]*790like local server, about 55 clients. So I did basically everything—service, maintenance, network administration, server administration, administrating emails. Basically that’s replacing computers.

Tr. at 72, lines 20-25.

Before Stepaniants joined him, Fatoo-rehchi had been paying a third party about $2,500 per month for IT services. Tr. at 72.

First Class Realty and Century 21 AAA Homes Form a New Company, HKC

Despite the cash infusion from

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Bluebook (online)
546 B.R. 786, 2016 Bankr. LEXIS 761, Counsel Stack Legal Research, https://law.counselstack.com/opinion/chatz-v-stepaniants-in-re-fatoorehci-ilnb-2016.