Clark Chamberlin v. Michael Goldberg

Court of Appeals for the Eleventh Circuit·Decided August 27, 2026·No. 25-10933·Unpublished

Opinion

NOT FOR PUBLICATION

In the

United States Court of Appeals For the Eleventh Circuit

No. 25-10933

Non-Argument Calendar

In Re: THE CENTER FOR SPECIAL NEEDS TRUST ADMINISTRATION, INC.

CLARK CHAMBERLIN, KELLY CHAMBERLIN, TODD CHAMBERLIN, Plaintiffs-Appellants,

versus

MICHAEL GOLDBERG, Defendant-Appellee.

Appeal from the United States District Court for the Middle District of Florida D.C. Docket No. 8:24-cv-01962-WFJ

USCA11 Case: 25-10933 Document: 41-1 Date Filed: 08/27/2026 Page: 2 of 16

2 Opinion of the Court 25-10933

Before NEWSOM, ABUDU, and KIDD, Circuit Judges. PER CURIAM:

Todd and Kelli Chamberlin entrusted The Center for Special Needs Trust Administration, Inc. (the “Center”) with funds in a pooled special needs trust benefitting their disabled son. Unfortunately, their trust was misplaced, and through nefarious acts, trust administrators stole the funds meant to benefit their son and other beneficiaries. This theft came to light after the Center declared bankruptcy. Upon learning of the missing funds, the Chamberlins filed a class action suit seeking to recover the loss. But the bankruptcy court and the district court found that the class action was subject to an automatic stay under bankruptcy law. The Chamberlins argue that this conclusion was erroneous. After careful review, and with the benefit of oral argument, we affirm.

I. Background 1

Clark Chamberlin is a permanently disabled teenaged boy.

Clark suffered a catastrophic brain injury as an infant and requires round-the-clock care. Clark’s parents, Todd and Kelli Chamberlin, pursued legal claims for medical malpractice and obtained settlements on Clark’s behalf.2 The court overseeing that case approved the creation of an irrevocable individual special needs trust for Clark with the funds obtained from the settlements.

1 The parties largely agree on the facts. We recount them as relayed in the Chamberlins’ class action complaint. 2 The legal claims from this previous case are not at issue on this appeal.

25-10933 Opinion of the Court 3

In August 2011, the Chamberlins worked with John Staunton, an attorney, to identify an administrator for Clark’s special needs trust. Staunton recommended the Center to serve as trustee. Staunton was a co-founder of the Center, along with Leo Govoni. The Chamberlins then executed a document creating an irrevocable trust with Clark as the beneficiary and the Center serving as both trustee and the trust’s fiduciary.

In July 2014, the Center directed the Chamberlins to execute an agreement to join Clark’s trust with a pool of other special needs trusts. The agreement creating the trust stated that it “establishes a pooled trust, for the sole benefit of the Beneficiaries hereunder, pursuant to 42 U.S.C § 1396p(d)(4)(c)” and included a spendthrift provision limiting the Chamberlins’ access to trust funds.

The Center served as trustee for roughly 2,000 special needs trusts. Staunton and Govoni had both resigned from the Center by 2009, but Govoni retained control over the special needs trusts the Center administered. One of Govoni’s companies, Boston Asset Management, managed investments for the trusts, while another, Fiduciary Tax & Accounting Services, was the trusts’ accountant.

On February 9, 2024, the Center filed for bankruptcy after disclosing that between 2009 and 2020, the Center loaned nearly $100 million out of the special needs trusts to Boston Finance Group, a company controlled by Govoni and other defendants. The loan activity occurred over multiple years without Boston Finance Group taking any meaningful steps to repay the loan,

4 Opinion of the Court 25-10933

which has been in default since 2017. More than 1,500 special needs trusts are missing all or part of their assets.

Upon learning of the bankruptcy and loans, the Chamberlins filed a class action complaint on February 19, 2024, followed by an amended complaint, on behalf of the special needs trusts’ beneficiaries against various entities allegedly associated with Govoni’s scheme, including Govoni, Staunton, and the Boston Finance Group, among others. The class action did not name the Center as a defendant, nor did the suit allege a cause of action specifically for breach of contract between the Center and Boston Finance Group. Instead, the class action asserted claims for conversion, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, negligence, fraudulent transfers, and unjust enrichment.

The bankruptcy court appointed Michael Goldberg, the appellee here, as the Chapter 11 trustee to manage the Center’s bankruptcy. He filed an adversary proceeding against Boston Finance Group and Govoni for breach of loan on April 25, 2024. Goldberg was not involved in the Chamberlin’s class action filing, nor was he involved in a second, separate class action complaint different plaintiffs filed on April 9, 2024, raising substantially similar claims to the Chamberlins’ complaint.

On April 26, 2024, Goldberg moved to enforce an automatic bankruptcy stay as to both class actions. As relevant here, he argued that the Chamberlin class action’s claims were property of the debtor’s bankruptcy estate because they related to Govoni and

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25-10933 Opinion of the Court 5

Boston Finance Group’s alleged loan breach. The bankruptcy court granted the motion, finding that “at its core, the Chamberlin Class Action Plaintiffs’ claims ar[o]se from [the Center] funding a $100 million loan” to Boston Finance Group with money from the special needs trusts for which it was the trustee. In other words, the funds that the Chamberlins sought to claw back in their class action are the same funds as Goldberg sought to recover in the bankruptcy proceeding—they are ultimately property of the debtor’s estate. Furthermore, the bankruptcy court concluded that the Chamberlins’ claims were closely linked to Goldberg’s claim for the debtor’s loss from Boston Finance Group’s breach and default on the loan because the Chamberlins’ claims related to the same harm and same injury caused by said breach. As a result, the Chamberlins’ class action suit was subject to the automatic stay and void ab initio.3 The Chamberlins appealed the bankruptcy court’s order to the district court. The district court agreed with the bankruptcy court that the class action’s claims were the bankruptcy estate’s property. It concluded that the class action interfered with Goldberg’s work as the bankruptcy trustee because it affected the estate’s administration and was “so intertwined with the claims against [the Center] that they are effectively claims against the [Center].”

3 The plaintiffs in the other class action suit did not oppose Goldberg’s motion

to enforce the stay, and the bankruptcy court found their suit was also void ab initio. They did not appeal, so the second class action is not at issue here.

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The Chamberlins timely appealed the district court’s decision to this Court.

II. Discussion

In bankruptcy appeals, we act “as a second court of review,”

independently examining the decision of the bankruptcy court and applying the same standards as the district court. In re Brown, 742 F.3d 1309, 1315 (11th Cir. 2014). “[W]hen a district court affirms a bankruptcy court’s order, as the district court did here, [we] review[] the bankruptcy court’s decision.” Id. We review de novo a bankruptcy or district court’s decisions about the bankruptcy code’s proper construction. United States v. Verdunn, 89 F.3d 799, 801 (11th Cir. 1996).

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