In re Bailey Ridge Partners, LLC

571 B.R. 430, 77 Collier Bankr. Cas. 2d 1208, 2017 Bankr. LEXIS 1342
CourtUnited States Bankruptcy Court, N.D. Iowa
DecidedMay 16, 2017
DocketBankruptcy No. 17-00033
StatusPublished
Cited by2 cases

This text of 571 B.R. 430 (In re Bailey Ridge Partners, LLC) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, N.D. Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Bailey Ridge Partners, LLC, 571 B.R. 430, 77 Collier Bankr. Cas. 2d 1208, 2017 Bankr. LEXIS 1342 (Iowa 2017).

Opinion

FINAL RULING ON AMENDED MOTION TO EXTEND THE STAY AND JOINT MOTION TO STAY TO PENDING SOUTH DAKOTA MATTER

Thad J. Collins, Chief Bankruptcy Judge

These matters came before the Court for final hearing on May 2, 2017 in Sioux City, Iowa. Don Molstad appeared for Debtor Bailey Ridge Partners, LLC (“Debtor”). Bill Miller appeared for Du-buque Bank & Trust Company (“Dubuque Bank”). Wil Forker appeared for Floyd “Chet” Davis. Chad Thompson appeared for Verlyn Nafe. Frank Barron appeared for Paul Engle. David Updegraff appeared for Nicole Nearman née Grubb. Jessica Uhlenkamp and Allyson Dirksen appeared for Jerry Ruba. Steve Huff appeared for First Dakota National Bank (“First Dakota”). Brad Kruse appeared for the Official Committee of Unsecured Creditors. The Court received exhibits and heard testimony to complete the record started at the initial hearing on February 16, 2017. These matters are ready for final ruling. This is a core proceeding under 28 U.S.C. § 157(b)(2)(G).

STATEMENT OF THE CASE

Debtor’s members personally guaranteed Debtor’s debt. Dubuque Bank sued Debtor’s members on their personal guarantees of Debtor’s loans. Debtor and Debt- or’s members ask the Court to stay that litigation. Jerry Ruba, a shareholder or interest holder in Debtor, was sued by First Dakota on a separate, but related, loan in United States District Court in South Dakota. Mr. Ruba argues that' that suit should also be stayed because he took out the loan for Debtor’s benefit in reliance on Debtor’s commitment to repay the [432]*432loan. Mr. Ruba asks the Court to stay the South Dakota litigation. The Court finds that it is proper to stay both the guarantor litigation and the South Dakota litigation.

BACKGROUND AND ARGUMENTS

Debtor is a pig feeding and housing operation. Dubuque Bank is Debtor’s primary lender with a lien on Debtor’s personal property, real estate (worth about $11.5 million), and proceeds securing a debt of about $11.4 million (using the contract rate of interest). Debtor incurred this this debt to Dubuque Bank to refinance from a past lender and to make improvements to its facilities. As a part of these financial arrangements, Floyd Davis, Paul Engle, Jason Grubb, Nicole Nearman, and Verlyn Nafe (“the Guarantors” or “the Members”) guaranteed this debt with Du-buque Bank.1

I. The Guarantor Litigation

About a year ago, Debtor started having trouble making payments to Dubuque Bank. In April 2016, Dubuque Bank sent Debtor a notice of default. In July 2016, Dubuque Bank sued the Guarantors in state court (“the Guarantor litigation”). In December, Dubuque Bank, Debtor, and the Guarantors participated in mediation, which was unsuccessful. Dubuque Bank restarted foreclosure actions in January and Debtor filed bankruptcy, starting this case and staying the foreclosure actions against Debtor. Debtor filed its Chapter 11 plan of reorganization on April 28,2017.

The Guarantors ask the Court to stay the Guarantor litigation. The Guarantors argue that allowing the lawsuits to continue against them is adverse to Debtor’s ability to reorganize. In particular, that Dubuque Bank, after getting a judgment against the Guarantors, may be able to levy against the Guarantors’ equity in Debtor. They also note that litigation among the Guarantors will probably arise without a stay. The Guarantors argue that, especially because Debtor has sufficient collateral to cover Dubuque Bank’s claim, this is an unusual circumstance that warrants staying the Guarantor litigation,

Dubuque Bank resists. It argues that Debtor and the Guarantors have not shown unusual circumstances needed to extend the stay. Dubuque Bank argues that it has the right to proceed against the Guarantors whether or not Debtor’s cash flow or collateral is sufficient for its claim. Dubuque Bank also argues that there is no evidence that the Guarantors are unified, that they are being asked to contribute equity, or that they are involved in Debt- or’s ongoing operation. Dubuque Bank argues that, as a result, the Guarantors are separate from Debtor and the stay should not be extended.

II. The South Dakota Litigation

Before Debtor borrowed money from Dubuque Bank, it was involved in a lawsuit in federal court in South Dakota. That lawsuit started when First Dakota sued Jerry Ruba, who had or has a minority interest in Debtor,2 on a promissory note in United States District Court in South Dakota (“the South Dakota litigation”). Mr. Ruba then filed a third-party complaint against Debtor, arguing that Debtor is the real party in interest that owes First [433]*433Dakota. Mr. Ruba’s third-party complaint against Debtor was stayed by virtue of the automatic stay. First Dakota’s lawsuit against Mr. Ruba on the loan that it made to him, however, was not.

Mr. Ruba—and interested parties Nicole Nearman, Floyd Davis, Jack Grubb, Ver-lyn Nafe, and Paul Engle—ask the Court to stay the South Dakota litigation between First Dakota and Mr. Ruba. Mr. Ruba argues that that suit should also be stayed because he took out the loan for Debtor’s benefit in reliance on Debtor’s commitment to repay the loan. He argues that he did not get the benefit of the bargain, that the money he borrowed went directly to Debtor, and that Debtor was supposed to pay First Dakota back on the note. He argues that, because Debtor was supposed to pay the loan, a judgment against him would effectively be a judgment against Debtor. He argues that, if the litigation is not stayed, he will suffer costs and will seek compensation from Debtor for these costs.

First Dakota resists. First Dakota argues that Mr. Ruba is the only signatory on the relevant loan and that Mr. Ruba is the party that owes the debt to First Dakota—not Debtor. First Dakota argues that any agreement between Debtor and Mr. Ruba about who was supposed to pay the note does not bind First Dakota. First Dakota concludes that it should be permitted to continue its lawsuit in federal Court in South Dakota against Mr. Ruba to collect on its loan to him.

III. The Temporary Stay

The Court previously held a hearing on these issues on February 16, 2017. The Court ruled that, on that record, a temporary stay was warranted. In re Bailey Ridge Partners, LLC, No. 17-00033 at 8-9 (Bankr. N.D. Iowa February 23, 2017). The Court stayed the Guarantor litigation in Iowa State Court and the Ruba litigation in federal court in South Dakota. The Court found, however, that a permanent stay was not warranted because the record was incomplete. Id. As a result, the Court set this final hearing:

to determine whether “the identity between parties is so great as to make a judgment against the third-party defendant ... in effect ... a judgment or finding against the debtor,” and so warrant the extending the stay under § 362 or ... injunction under § 105.

Id. at 9 (citation omitted). In particular, the Court found that:

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571 B.R. 430, 77 Collier Bankr. Cas. 2d 1208, 2017 Bankr. LEXIS 1342, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-bailey-ridge-partners-llc-ianb-2017.