Equitable Life Assurance Society v. James River Associates (In Re James River Associates)

148 B.R. 790, 5 Bankr. Ct. Rep. 260, 1992 U.S. Dist. LEXIS 20168, 1992 WL 389849
CourtDistrict Court, E.D. Virginia
DecidedDecember 31, 1992
DocketCiv. A. 4:92cv110, 4:92cv140 and 4:92cv143
StatusPublished
Cited by39 cases

This text of 148 B.R. 790 (Equitable Life Assurance Society v. James River Associates (In Re James River Associates)) is published on Counsel Stack Legal Research, covering District Court, E.D. Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Equitable Life Assurance Society v. James River Associates (In Re James River Associates), 148 B.R. 790, 5 Bankr. Ct. Rep. 260, 1992 U.S. Dist. LEXIS 20168, 1992 WL 389849 (E.D. Va. 1992).

Opinion

ORDER

CLARKE, District Judge.

This matter is before the Court on consolidation of the appeals of three orders from the United States Bankruptcy Court for the Eastern District of Virginia. The Debtor, James River Associates (“JRA”), a Virginia General Partnership, filed a voluntary petition under Chapter 11 of the Bankruptcy Code on February 13,1992. In Civil Action No. 4:92cvll0, Equitable Life Assurance Society of the United States (“Equitable”) appeals an order of the bankruptcy court entered July 10, 1992 dismissing Equitable’s Motion to Prohibit Use of Cash Collateral (the “Cash Collateral Appeal”). In Civil Action No. 4:92cvl40, the Debtor appeals and Equitable cross-appeals an order of the bankruptcy court entered October 1, 1992 granting Equitable’s Motion for Relief from Automatic Stay (the “Relief from Stay Appeal”). Finally, in Civil Action No. 4:92cvl43, the Debtor appeals and Equitable cross-appeals an order of the bankruptcy court entered October 20, 1992 granting Debtor’s Motion for Stay (of the court’s relief from the automatic stay order) Pending Appeal (the “Bond Appeal”). For the reasons outlined below, the decision of the bankruptcy court in Civil Action No. 4:92cvl40 to grant relief from the automatic stay is AFFIRMED. Consequently, the decisions to dismiss Equitable’s cash collateral motion in Civil Action No. 4:92cvll0 and to stay the relief order pending appeal in Civil Action No. 4:92cvl43 need not be reviewed.

I. Facts and Procedural History

The Debtor is the owner of a 15 acre parcel of land in James City County, Virginia (the “Property”) upon which is situated the Williamsburg Hilton and National Conference Center (the “hotel”). Debtor executed and delivered a Note dated February 8, 1980 payable to the order of Equitable in the original principal amount of $13,500,000 (the “Note”). Equitable is the holder of the Note. The Note is secured by the lien of a first Deed of Trust dated February 8, 1980 (the “Deed of Trust”). The Deed of Trust conveys the hotel Property along with the “rents, issues and profits” arising from the Property.

By lease dated August 1, 1979 (the “Lease”), Debtor leased the Property to The Inn at James River, Inc. (the “Inn”). Both the Debtor and the Inn are controlled by James K. Wolosoff (“Wolosoff”). The Inn generates daily income from the operation and management of the Property as a hotel and conference center. Under the Lease, the Inn is required to pay the Debt- or $125,000 a month. The Inn has not paid rent to the Debtor under the Lease since March 1991; rather, the Inn has used its hotel receipts to finance renovations to the hotel. Likewise, the Debtor has made no payments to Equitable on the Note since April 1991.

On February 13, 1992, the Debtor filed a petition under Chapter 11 of the Bankruptcy Code. The Debtor was in default on the Note and Deed of Trust prior to filing its bankruptcy petition. On June 8, 1992, Equitable filed both a Motion to Prohibit Use of Cash Collateral or to Provide for Adequate Protection and a Motion for Relief from Automatic Stay.

A. Motion to Prohibit Use of Cash Collateral

In its Motion to Prohibit Use of Cash Collateral, Equitable asserted that it had a lien on the Debtor’s rents, issues and profits which constituted the cash collateral of the Debtor. Equitable claimed that both the Debtor and Wolosoff directed the Inn not to pay the rent due under the Lease, but rather to use the money for renovations. Since interest continued to accrue on the Note, Equitable claimed it would suffer irreparable harm if the bankruptcy court did not prohibit the use of the cash collateral or otherwise require the Debtor to provide adequate protection.

On July 2, 1992, the bankruptcy court held a hearing on the cash collateral mo *793 tion. The Debtor moved to dismiss the motion on the ground that there was no properly perfected security interest in the hotel rents. 1 The bankruptcy court agreed with the Debtor and dismissed the motion, finding that in order to properly perfect a security interest in the hotel rents,. the procedures of the Uniform Commercial Code (“UCC”) must be followed. 2 Further, the court held that the Debtor does not have a fiduciary duty to collect rent from the Inn.

B.Motion for Relief from Automatic Stay

Equitable also sought relief from the automatic stay in order to exercise its rights under the Note and Deed of Trust and foreclose on the Property. In its Motion for Relief from Automatic Stay, Equitable alleged that the Note and Deed of Trust were in default; the Debtor owed approximately $13.5 million principal and interest on the Note as of the date of filing for bankruptcy (which increased to $14 million as of the date of the motion); and the Debtor had made no payments on the Note to Equitable since filing the petition. Thus, Equitable asserted it was entitled to relief from the automatic stay because it was not adequately protected pursuant to 11 U.S.C. § 362(d)(1), or, in the alternative, pursuant to 11 U.S.C. § 362(d)(2) because neither the debtor had any equity in the Property nor was the Property necessary for an effective reorganization.

At the hearing on Equitable’s Motion for Relief from Automatic Stay held on September 18 & 22,1992, the bankruptcy court heard testimony and received evidence from several persons including, three hotel appraisers, two accountants, a hotel consultant, and Mr. Wolosoff. The court also received a stipulation from the parties primarily regarding the amount of outstanding debt under various interest rate scenarios. Finally, the court heard evidence of the Debtor’s proposed plan of reorganization which included a $1.3 million lien equal to or superior to Equitable’s lien (the “priming lien”). The proceeds of the priming lien would be used to fund renovations.

The bankruptcy court found that although the Debtor did not have any material equity in the Property, the Property was necessary for an effective reorganization. In any event, the court found that Equitable’s interest in the Property was not adequately protected. Accordingly, the court granted Equitable’s motion and modified the automatic stay so Equitable could exercise its rights under the loan documents.

C. Motion for Stay Pending Appeal

Equitable scheduled a foreclosure sale for October 21, 1992. On October 8, 1992, the Debtor filed a Motion for Stay (of the relief from the automatic stay order) Pending Appeal, arguing that without a stay, Equitable’s foreclosure would moot its appeal of the relief from the automatic stay order; it would likely prevail on the issues raised on appeal; it would suffer irreparable harm without the stay while Equitable would suffer no harm; and a stay would not harm the public interest. At the hearing on the motion on October 15, 1992, the court granted the stay, but ordered the Debtor to post bonds to cover Equitable’s appeal costs and 90 days worth of accruing interest. The court also ordered the Debt- or to reimburse Equitable its foreclosure sale costs and to escrow sufficient funds to pay 1992 real property taxes.

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Bluebook (online)
148 B.R. 790, 5 Bankr. Ct. Rep. 260, 1992 U.S. Dist. LEXIS 20168, 1992 WL 389849, Counsel Stack Legal Research, https://law.counselstack.com/opinion/equitable-life-assurance-society-v-james-river-associates-in-re-james-vaed-1992.