Ferrone v. RPP, LLC (In re RPP, LLC)

547 B.R. 158, 2016 Bankr. LEXIS 831
CourtUnited States Bankruptcy Court, W.D. Pennsylvania
DecidedMarch 16, 2016
DocketBankruptcy No. 13-20868-CMB
StatusPublished

This text of 547 B.R. 158 (Ferrone v. RPP, LLC (In re RPP, LLC)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, W.D. Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ferrone v. RPP, LLC (In re RPP, LLC), 547 B.R. 158, 2016 Bankr. LEXIS 831 (Pa. 2016).

Opinion

MEMORANDUM OPINION

Carlota M. Bohm, United States Bankruptcy Judge

The matter before the Court is the Amended Motion for Stay Pending Appeal (“Motion”) filed by Rock and Marcia Ferrone, pro se (hereinafter, the “Fer-rones”).1 Responses opposing the Motion were filed by Natalie Lutz Cardiello, Esq., the Chapter 11 Trustee of the Bankruptcy Estate of Rock Airport of Pittsburgh, LLC; Trib Real Estate Company; Management Science Associates, Inc.; and Alaskan Property Management Company LLC. The Debtor, RPP, LLC, filed a response in support of the Motion. Upon consideration of the Motion, the responses thereto, and the arguments presented by the parties on March 10, 2016, this Court finds, for the reasons expressed herein, that the Motion must be denied.

Background and Procedural History

The Court writes primarily for the parties who are familiar with the extensive background and procedural history of the above-captioned bankruptcy case of RPP, LLC (“RPP”), the related bankruptcy case of Rock Airport of Pittsburgh, LLC (“Rock Airport”), and the adversary proceedings associated with these bankruptcy cases. In March of 2015, numerous matters were pending before the Court, and the parties sought judicial mediation to pursue a global settlement. Accordingly, on March 13, 2015, at the suggestion of the parties, this Court referred the pending matters to the Honorable Thomas P. Agresti for the purpose of mediation. Among these matters were the competing disclosure statements and plans filed in RPP’s bankruptcy case by RPP and Trib Real Estate Company (“Trib”). The parties directed to participate in mediation included Rock Ferrone, the equity security holder of RPP.2

Following a great deal of preparation by the parties'and the Mediation Court, the mediation, lasting over eleven hours, was conducted on August 17, 2015. The result was a settlement, the terms of which were documented on the record by the parties. On August 20, 2015, Judge Agresti entered the Final Judicial Mediation Consent Order (“Consent Order”), “incorporatfing] by reference the consensual Order entered at approximately 10:45 P.M. following the on the record colloquy of the Parties with the Mediation Court at the conclusion of the Judicial Mediation.” See Consent Order, Doc. No. 495. The Consent Order further provided as follows:

The agreements and consensual finding of facts entered into by the Parties, and to which all Parties to the August 17th Judicial Mediation are bound pursuant to the Order entered into on the record at the conclusion of the Judicial Mediation (“Global Settlement”), are incorporated herein by reference as if fully set forth.

Id. Following the Consent Order, the transcript of the settlement (“August 17th Transcript”) was filed on the docket. See [161]*161Doc. No. 497. The Mediation Court then entered the Judicial Mediation Termination Order on August 28, 2015, incorporating the August 17th Transcript, which is identified as a material part of the Consent Order. See Doc. No. 498. Neither the Consent Order nor the Judicial Mediation Termination Order was appealed. Thus, mediation was successfully concluded to the satisfaction of all participating parties, or so it seemed.

As set forth within the August 17th Transcript, the settlement anticipated the filing of an agreed-upon plan of reorganization in RPP’s bankruptcy case. In light of the settlement, on October 15, 2015, Trib filed the Amended Plan of Reorganization of Trib Real Estate Company Dated October 15, 2015 (“Trib’s Plan”) along with a summary and disclosure statement. See Doc. Nos. 517, 518, and 519. Also on October 15, 2015, this Court held a status conference on all matters referred to mediation in order to begin implementation of the global settlement. At that time, it was confirmed that Trib’s Plan replaced its previously filed plan and was intended to constitute the agreed-upon plan achieved through mediation. With respect to the plan previously filed by RPP (“RPP’s Plan”), RPP asserted that it was not prepared to withdraw its plan as there were some undisclosed issues to resolve with respect to the settlement. Ultimately, on November 5, 2015, due to the questions raised regarding the terms of the settlement, the matter was submitted to Judge Agresti for the purpose of clarification and/or further mediation. See Doc. No. 530. The November 5, 2015 Order further requested a report from the Mediation Court with respect to its findings as to the status of the Consent Order if the matter(s) were not fully resolved. •

On December 10, 2015, the Mediation Court held a conference in an attempt to resolve the issues that might affect the Consent Order. At that time, it became clear that the sole issue was the Ferrones’ contention that the settlement included a “blanket security interest” in RPP’s electrical power grid to secure the payment of their equity claim. The parties were provided with the opportunity to present their respective positions, and those arguments are set forth in a transcript. See December 10th Transcript, Doc. No. 545. Following the conference, the Report of Mediation Court Regarding “Clarification Issues” (“Mediation Report”) was filed on January 12, 2016. See Doc. No. 553. Within the detailed Mediation Report, Judge Agresti set forth the arguments of the parties, provided a thorough analysis, and concluded that no clarification of the Consent Order appeared to be necessary; rather, the concerns raised by the Fer-rones appeared to be in the nature of “buyers’ remorse.” As stated within the Mediation Report:

Numerous times throughout the Consent Order Colloquy, representatives of The Trib Total Media made clear that the only payment source for the Ferrone equity claim, and the MSA claim for that matter, would be the Creditor Trust and contribution of monies left in the fund after payment from electric service users. On numerous occasions, Atty. Joseph Lawrence stated on Trib Media’s behalf that the Ferrones would only be entitled to what was left in the “fund” when payment of their “estimated” $285,000 equity claim was ultimately considered. Mention of a security interest only came about during “eleventh hour” (literally) discussions of a “catastrophic loss” when “everyone leaves the system” due to such a loss. No support exists in the Consent Order Colloquy for a “blanket security interest” supporting “any” loss by the Ferrones or MSA, the only security interest going in favor of [162]*162the Creditor Trust. Such a result would have obviated the numerous efforts made by the Parties to assure that the Ferrones understood the basis for payment of their equity claim during the course of the colloquy. If their “estimated” payment were “guaranteed” there would have been no need for this exercise.

See id. at 6 (internal citations omitted). With the filing of the Mediation Report, this Court prepared to go forward with status conferences on the pending matters on February 17, 2016.

Prior. to the status conferences, upon review of the August 17th Transcript, the Consent Order, the Judicial Mediation Termination Order, the December 10th Transcript, and the Mediation Report (collectively, the “Mediation Record”), this Court issued an Order directing RPP, through counsel, to appear on February 17, 2016, and show cause why RPP’s Plan was not withdrawn based upon the global settlement, particularly with respect to the pursuit of an agreed-upon plan.

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Cite This Page — Counsel Stack

Bluebook (online)
547 B.R. 158, 2016 Bankr. LEXIS 831, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ferrone-v-rpp-llc-in-re-rpp-llc-pawb-2016.