In re Consolidated Yacht Corp.

337 B.R. 711, 19 Fla. L. Weekly Fed. B 166, 2006 Bankr. LEXIS 251, 46 Bankr. Ct. Dec. (CRR) 33, 2006 WL 459148
CourtUnited States Bankruptcy Court, S.D. Florida.
DecidedFebruary 14, 2006
DocketNo. 02-19483-BKC-RAM
StatusPublished
Cited by1 cases

This text of 337 B.R. 711 (In re Consolidated Yacht Corp.) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, S.D. Florida. primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Consolidated Yacht Corp., 337 B.R. 711, 19 Fla. L. Weekly Fed. B 166, 2006 Bankr. LEXIS 251, 46 Bankr. Ct. Dec. (CRR) 33, 2006 WL 459148 (Fla. 2006).

Opinion

MEMORANDUM OPINION AND ORDER DENYING IN PART MOTION FOR ALLOWANCE OF ADMINISTRATIVE EXPENSES AND SETTING FURTHER HEARING

ROBERT A. MARK, Chief Judge.

The Court conducted a hearing on January 3, 2006 at 2:00 p.m. on the “Amended Motion for Entry of Order Determining Entitlement to Allowance of Claim for Administrative Expenses Pursuant to § 503(b) of the Bankruptcy Code by Interested Party, Miami River Development, LLC” (the “Motion”) (CP# 833). The majority of the claims raised in the Motion are for payments allegedly made by MRD to improve certain real property owned by MRD, but later recovered by the Chapter 11 Trustee (the “Trustee”) in a fraudulent conveyance adversary proceeding filed in this Chapter 11 case, specifically, Adv. No. 03-1439 (the “Adversary”). The Trustee argues that these payments cannot be allowed as administrative expenses under 11 U.S.C. § 503(b) since MRD was denied relief under § 550(e) in the Adversary on the same or similar claims.

The Court has considered the Motion, the “Memorandum of Law in Support of Amended Motion for Entry of Order Determining Entitlement to Allowance of Claim for Administrative Expenses Pursuant to § 503(b) of the Bankruptcy Code by Interested Party, Miami River Development, LLC” (CP#832), the “Omnibus Response of Chapter 11 Trustee to (a) Memorandum of Law in Support of Amended Motion for Entry of Order Determining Entitlement to Allowance of Claim for Administrative Expenses Pursuant to § 503(b) of the Bankruptcy Code by Interested Party, Miami River Development, LLC; (b) Interested Party, Miami River Development, LLC’s Motion for Leave to Amend; and (c) Amended Motion for Entry of Order Determining Enti[713]*713tlement to Allowance of Claim for Administrative Expenses Pursuant to § 508(b) of the Bankruptcy Code by Interested Party, Miami River Development, LLC’ (CP# 879). The Court has also considered the record in the Adversary, considered the argument of counsel, and reviewed the applicable law. For the reasons set forth below, all of the claims described in the Motion, except for the marine equipment rent claim, fail as a matter of law based upon findings of fact and rulings of law in the Adversary denying relief to MRD under § 550(e).

Procedural and Factual Background

A. In October 1999, Consolidated Yacht Corporation (the “Debtor”) accepted an assignment of a lease on certain real property located at 2051 NW 11th Street, Miami, Florida (the “Real Property”).

B. In May 2000, the Debtor executed a purchase option contained in the lease to purchase the Real Property.

C. The Debtor fraudulently transferred the right to purchase the Real Property to MRD (the “Fraudulent Transfer”).

D. MRD purchased the Real Property on May 3, 2001.

E. MRD funded the purchase of the Real Property with a bank loan from Peninsula Bank (the “Mortgage”).

F. The Mortgage included an additional fine of credit intended to fund certain MRD business activities (the “Line of Credit”).

G. Some months later, MRD allegedly purchased certain marine equipment with the Line of Credit.

H. Thereafter, MRD began to collect rent from the Debtor and other tenants on the Real Property.

I. On September 10, 2002, the Debtor filed the instant chapter 11 case.

J. On May 28, 2003, Alan L. Goldberg was appointed chapter 11 trustee.

K. The Trustee filed an adversary proceeding against MRD (the “Adversary”)1 that sought to recover the fraudulent transfer of the Real Property. See Counts I and II of “Plaintiffs Second Amended Complaint” (the “Complaint” and MRD ADV CP# 101).

L. The Adversary also sought to recover rents that MRD collected during its fraudulent ownership of the Real Property. See Count V of the Complaint.

M. MRD counterclaimed for rent it claimed was owed to MRD. See Counterclaim in “Answer, Affirmative Defenses to Second Amended Complaint and Counterclaim” (the “Counterclaim” and MRD ADV CP# 114).

N. The Trustee then moved to dismiss the Counterclaim (the “Motion to Dismiss” and MRD ADV CP# 129).

O. After a trial on the merits, this Court entered an Amended Judgment (MRD ADV CP# 412) and Amended Findings of Fact and Conclusions of Law (“Amended Findings”) and (MRD ADV CP# 411), in favor of the Trustee, which among other things:

1. Ruled that MRD received the Real Property through a fraudulent transfer;
2. Directed MRD to transfer the Real Property to the Debtor; and
3. Ordered that MRD was not entitled to a lien on the Real Property or the
[714]*714Amended Judgment for any purpose under 11 U.S.C. § 550(e) because MRD was not a good faith transferee.
P. The foregoing findings were affirmed on appeal.

Q. The Trustee has sold the Real Property for $12,900,000. The amounts remaining from the sale constitute the vast majority of the proceeds in the estate.

Discussion

In the Motion, Miami River Development, LLC (“MRD”) seeks allowance as an administrative expense of six (6) categories of expenses under 11 U.S.C. § 508(b). Those categories include the following:

(1) The alleged payment by MRD of environmental remediation expenses;
(2) The alleged payment by MRD of insurance premiums;
(3) The alleged payment by MRD for capital improvements;
(4) The alleged payment by MRD of a second mortgage on the Real Property;
(5) The alleged payment by MRD of a first mortgage on the Real Property; and
(6) Unpaid post-petition rent for use of certain marine related equipment by the Debtor.

Categories (1) through (5) are expenses related to alleged improvement to, or preservation of, estate property. Categories (2) and (5) were specifically raised and rejected by this Court in the Adversary in the context of a claim under 11 U.S.C. § 550(e). Categories (1), (3), and (4) were not raised, but should have been raised, in the Adversary as claims under 11 U.S.C. § 550(e).

Section 550 provides that an estate may recover the full value of an avoided transfer because § 550 is designed and intended to return the bankruptcy estate to the financial position that it would have been in had the fraudulent transfer never occurred. Morris v. Kansas Drywall Supply Company, Inc., (In re Classic Drywall, Inc.), 127 B.R. 874, 876 (D.Kan.1991).

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337 B.R. 711, 19 Fla. L. Weekly Fed. B 166, 2006 Bankr. LEXIS 251, 46 Bankr. Ct. Dec. (CRR) 33, 2006 WL 459148, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-consolidated-yacht-corp-flsb-2006.