Dubis v. Stebnitz (In re Stebnitz)

586 B.R. 289
CourtUnited States Bankruptcy Court, E.D. Wisconsin
DecidedFebruary 22, 2018
DocketCase No. 13–32097–beh; Adversary No. 17–02110
StatusPublished
Cited by1 cases

This text of 586 B.R. 289 (Dubis v. Stebnitz (In re Stebnitz)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, E.D. Wisconsin primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Dubis v. Stebnitz (In re Stebnitz), 586 B.R. 289 (Wis. 2018).

Opinion

Beth E. Hanan, United States Bankruptcy Judge

The Chapter 7 Trustee currently holds, on behalf of the estate, a one-third interest in Spirit Valley Camp, LLC, an interest previously owned by the debtor. The Trustee would like to liquidate that interest.

The defendants, David Stebnitz and Gary Stebnitz, are the other one-third owners of the LLC. The Trustee has asked the Court to order the defendants to purchase the estate's one-third interest in the LLC for $80,000. The defendants deny that the LLC's Operating Agreement obligates them to pay $80,000 to purchase the estate's interest, disputing the scope of the formal appraisal required by the Agreement. Based on the plain language of the Agreement, the Court will grant the Trustee's request for summary judgment in part, and deny in part.

Jurisdiction

The Court has jurisdiction over this matter under United States Code Title 11 and 28 U.S.C. section 1334(b). The action is a core proceeding under 28 U.S.C. sections 157(b)(2)(A) and 157(b)(2)(O). At a pretrial conference, the parties also consented to the Court's adjudication of the matter as to a monetary judgment, if necessary, given that the Trustee's underlying cause of action arises in contract under state law. (CM-ECF, Doc. No. 6.)

Standard for Summary Judgment

Summary judgment is appropriate if the pleadings and affidavits on file show there are no genuine issues of material fact and the Trustee is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a) (incorporated by Fed. R. Bankr. P. 7056 ); Omega Healthcare Inv'rs, Inc. v. Res-Care, Inc. , 475 F.3d 853, 857 (7th Cir. 2007).1 Granting partial summary judgment can serve a useful function in narrowing the issues for trial. See Fed. R. Civ. P. 56(g) ; Hotel 71 Mezz Lender LLC v. Nat'l Retirement Fund , 778 F.3d 593, 606 (7th Cir. 2015) ("[T]here is no doubt that a court may grant summary judgment ...

*292as to one party or one claim, leaving other claims to be addressed at a later point in the litigation."). The Court views all facts and draws all inferences in the light most favorable to the defendants as the non-moving parties.

The mere existence of a factual dispute does not defeat a summary judgment motion; there must be a genuine issue of material fact for the case to survive. Anderson v. Liberty Lobby, Inc. , 477 U.S. 242, 247-48, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). "Material" means that the factual dispute is outcome-determinative under governing law. To establish that a question of fact is "genuine," the non-moving party must present specific and sufficient evidence which, if believed by the trier of fact, would sustain a determination in its favor. Fed. R. Civ. P. 56(e) ; Anderson , 477 U.S. at 249, 106 S.Ct. 2505.

Background and Material Facts

The Trustee filed this adversary proceeding after a series of intra-family events, in an effort to obtain liquid assets for the benefit of debtor Daniel Stebnitz' creditors. Some chronology is necessary to understand the issue presented. The facts are taken from the Trustee's Statement of Undisputed Facts, as well as the exhibits appended to the complaint and the parties' briefs and affidavits on summary judgment. (CM-ECF, Doc. Nos. 1, 10, 11, 11-1 through 11-6, 12-1 and 12-2.)

On April 12, 2005, the debtor and the defendants formed Spirit Valley Camp, LLC (the "LLC") and executed the Members' Operating Agreement ("the Agreement"). The Agreement provides:

PURPOSE. The purpose of the LLC is to acquire, hold title to and provide for the usage and succession of certain real property located in the Town of Tomahawk, Lincoln County, Wisconsin (the 'Property') more fully described in Exhibit 'B' attached hereto, incorporated herein and expressly made a part hereof, and such other property as the LLC shall determine from time to time .2

(CM-ECF, Doc. No. 1-1, ¶ 4, emphasis added.) Exhibit B describes a property in Lincoln County, with three parcel identification numbers.

The Agreement designates the debtor and the defendants as "Members." Each member made an original capital contribution of his one-third interest in the Property when the LLC was formed. (Id. , ¶ 5.)

Each initial member is also a "Membership Group," and the LLC is limited to three membership groups so the LLC can transition to future generations without diluting the respective ownership percentages. (Id. , ¶¶ 5, 6, 9.A.) LLC management is vested in three managers, one from each membership group. (Id. , ¶ 7.)

Each membership group makes a modest annual capital contribution-$1,000-and those cash reserves are used for ordinary expenses such as insurance, real estate taxes and repairs. Any net profit or loss is allocated equally among the membership groups. (Id. , ¶¶ 9, 10, 13.) Any distributions are made equally to the members. (Id. , ¶ 15.) There was no evidence in the record on summary judgment that any allocations of profit or loss, or distributions, had ever occurred.

Paragraph 16 describes the general function of the LLC:

Management Decisions. Except as otherwise provided in this Agreement, all decisions relating to the LLC business shall be made by a majority vote of the *293Managers who own a two-thirds (2/3) majority.
(A.) Extraordinary decisions not in the ordinary course of business, such as purchasing more real estate, levying Special Assessments, building additional improvements to the property and such shall require a unanimous vote of the Managers.

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Bluebook (online)
586 B.R. 289, Counsel Stack Legal Research, https://law.counselstack.com/opinion/dubis-v-stebnitz-in-re-stebnitz-wieb-2018.