Daniels v. Holman (In re Holman)

536 B.R. 458
CourtUnited States Bankruptcy Court, D. Oregon
DecidedSeptember 8, 2015
DocketBankruptcy Case No. 14-35381-rld7; Adversary Proceeding No 14-03285-rld
StatusPublished
Cited by7 cases

This text of 536 B.R. 458 (Daniels v. Holman (In re Holman)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, D. Oregon primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Daniels v. Holman (In re Holman), 536 B.R. 458 (Or. 2015).

Opinion

MEMORANDUM OPINION

RANDALL L. DUNN, U.S. Bankruptcy Judge

This adversary proceeding (“Adversary Proceeding”) was tried before me ■ (the “Trial”) on Thursday, August 13, 2015. The plaintiffs, Dwight and Laura Daniels (the “Daniels”), asserted exception to discharge claims against the debtor defendants, James and Candice Holman (the “Holmans”), under 11 U.S.C. §§ 523(a)(2)(A) — fraud, and 523(a)(2)(B)— false financial statement.1 Prior to the Trial, I granted partial summary judgment in favor of Mrs. Holman on the Daniels’ § 523(a)(2)(A) claim but reserved judgment on their § 523(a)(2)(B) claim against her.

During the Trial, I listened carefully to witness testimony and the arguments of counsel. Following the Trial, I have reviewed my notes from the Trial, the admitted exhibits and the parties’ Trial memo-randa. I further have taken judicial notice of relevant entries on the docket and documents filed in the Adversary Proceeding and in the Holmans’ main chapter 7 case for the purposes of confirming and ascertaining facts not reasonably in dispute. Federal Rule of Evidence 201; In re Butts, 350 B.R. 12, 14 n. 1 (Bankr.E.D.Pa.2006). I have considered the testimony and arguments presented by the parties. In addition, I have reviewed relevant authorities, both as cited to me by counsel for the parties and as located through my own research.

Based on that review and consideration, I have come to a decision. The findings of fact and conclusions of law stated in this Memorandum Opinion constitute my findings and conclusions for purposes of Fed. R.Civ.P. 52(a), applicable in this Adversary Proceeding under Fed. R. Bankr.P. 7052.

Facts from the Evidence

Mr. Daniels comes from a background of 25-30 years in the insurance business. Mrs. Daniels has worked as an escrow officer but never has been an owner, officer or loan officer with a bank.

. In early 2011, Dwight Daniels was introduced to James Holman by a mutual friend. The Daniels had funds that they wished to invest, and the Holmans apparently owned a business that met the Daniels’ criteria for investment. The parties had never met before they interacted in the transaction that is the subject of this Adversary Proceeding.

[462]*462Mr. Daniels’ understanding was that the Holmans’ business, Pacific Courier Services, LLC (“PCS”), was in a cash crunch and needed loan funds “to get [the business] over the hump.” There was some wrangling with respect to Mr. Holman’s testimony, both at Trial and in his deposition, as to whether PCS was in “financial distress” in early 2011. However, Mr. Daniels testified, without contradiction, as to his understanding that the proceeds from the loan the Daniels were being asked to make were going to be used for operating expenses, including business payroll, among other things. At or about the time that the loan transaction closed, Mr. Holman emailed Mr. Daniels requesting to know when a wire transfer was being made “so I can immediately transfer to PCS ... thanks for understanding and time is of the essence to some degree.” See Exhibit 1, at 1. In these circumstances, I find that Mr. Holman’s business had a need for funds that was at least pressing.

In any event, loan negotiations proceeded fairly quickly by telephone and email between Mr. Holman and Mr. Daniels. The agreed loan amount was $300,000 (“Loan”). Mr. Holman apparently offered to pay interest of as high as 15-20% on the Loan, but the Daniels felt those rates were “too high” and ultimately agreed on 10% interest. See Exhibit 3; Exhibit 14, at 2. Exhibit 3 is a copy of Mr. Daniels’ handwritten notes setting forth the terms of the proposed Loan as he understood' them. The Loan would be paid “interest only” for three years, at the end of which term, the Loan would be payable in full. The Daniels would retain “2 Points” ($6,000) and send funds to the Holmans in the amount of $294,000, although interest would accrue on the entire $300,000 Loan amount. No prepayment penalty would apply. As security for repayment of the Loan, the Hol-mans would provide the Daniels with a trust deed on their home, an assignment of $300,000 business life insurance on Mr. Holman, and a UCC filing on business assets. (Mr. Daniels indicated both in his notes and in his testimony that he had no familiarity with what a UCC-1 financing statement was or what it did.) See Exhibit 3.

At some point during the negotiations, Mr. Holman submitted an unsigned personal financial statement (“Financial Statement”) to Mr. Daniels for himself and his wife. See Exhibit 2. It is not clear exactly when the Financial Statement was sent to Mr. Daniels, but it is dated as of February 1, 2011. See Exhibit 2, at 1. The balance sheet in the Financial Statement states that the Holmans had assets with a total value of $6,814,500 and liabilities totaling $866,000, for a net worth of $5,948,500. Id. Of particular note in the balance sheet is the valuation of the closely held business at $5,000,000. Mr. Holman testified that $5,000,000 represented the gross value of the business. Yet, none of the liabilities of the business were included on the liabilities side of the balance sheet. Id. On page 2 of the Financial Statement, the Holmans’ home was valued at $775,000, with a mortgage balance of $450,000, reflecting equity of $325,000. See Exhibit 2, at 2. Mr. Holman’s testimony confirmed that he reviewed and made arrangements to pay the family’s bills and mortgage statements. Mr. Holman also prepared the Financial Statement and sent it to Mr. Daniels without any input from Mrs. Holman. Mrs. Holman testified that she was not aware of the Financial Statement and did not believe that she saw it before it was sent to Mr. Daniels. She also testified that she did not recall any conversation with Mr. Holman about the Financial Statement.

The Daniels both testified that they reviewed the Financial Statement before deciding to make the Loan and relied on the Financial Statement in making their Loan [463]*463decision. Mr. Daniels specifically testified that the Daniels would not have made the Loan if they had known that the figures on page 2 of the Financial Statement with respect to the value of the Holmans’ residence versus the mortgage balance on it were inaccurate.

The Loan closed on or about the end of February 2011 and was documented by a promissory note (“Note”); a deed of trust (“Trust Deed”) on the Holmans’ residence property; a UCC-1 (“UCC-1”) filing with the Oregon Secretary of State’s office; and an Assignment of Life Insurance Policy (“Insurance Assignment”). See Exhibits 4, 5, 6 and 8. Consistent with the terms discussed between Mr. Daniels and Mr. Holman, the Note, dated February 24, 2011, is in the principal amount of $300,000, with a loan fee of $6,000, and bears interest at 10% per annum. Payments were to be made interest only for 36 months, with repayment of the entire Note balance due in full on April 1, 2014. See Exhibit 4, at 1. The Trust Deed, the only security expressly referenced in the Note (see Exhibit 4, at 2), was recorded on February 28, 2011.

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Cite This Page — Counsel Stack

Bluebook (online)
536 B.R. 458, Counsel Stack Legal Research, https://law.counselstack.com/opinion/daniels-v-holman-in-re-holman-orb-2015.