In re Homesteads Community at Newtown, LLC

526 B.R. 1, 2014 U.S. Dist. LEXIS 182318, 2014 WL 7895746
CourtDistrict Court, D. Connecticut
DecidedJuly 31, 2014
DocketNos. 3:13-CV-00602 (CSH), 3:13-CV-00662 (CSH)
StatusPublished
Cited by4 cases

This text of 526 B.R. 1 (In re Homesteads Community at Newtown, LLC) is published on Counsel Stack Legal Research, covering District Court, D. Connecticut primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Homesteads Community at Newtown, LLC, 526 B.R. 1, 2014 U.S. Dist. LEXIS 182318, 2014 WL 7895746 (D. Conn. 2014).

Opinion

RULING ON APPEAL OF BANKRUPTCY COURT’S DECISION

HAIGHT, Senior District Judge:

In this bankruptcy case, Debtors Homesteads Community at Newtown, LLC [3]*3(“HCN”) and Nuevo Pueblo, LLC (“NP”) appeal from the decision and order of Chief Judge Lorraine Murphy Weil, United States Bankruptcy Court of the District of Connecticut, approving a settlement agreement reached among the Chapter 7 Trustees of two related cases with the various interested parties. For the purposes of the appeal, the two related Chapter 7 bankruptcy proceedings, In re Homesteads Community at Newtown, LLC (3:13-cv-00602-CSH) and In re Nuevo Pueblo, LLC (3:13-cv-00602-CSH), are consolidated.1

There were two settlement agreements made between the parties in Bankruptcy Court, a “Global Compromise” proposed jointly by the Trustees, which Judge Weil did not approve in full [Doc. 16, Ex. 22], and a subsequent “Revised Compromise” of a more limited scope [Doc. 16, Ex. 35], which Judge Weil found reasonable. The appeal specifically targets the piece of the settlement that pertains to the Konover Mechanic’s Lien-the Debtors oppose the proposed settlement of $450,000 from the HCN estate to Konover Construction Corp. (“Konover”) in the Revised Compromise. This Ruling decides the appeal [Doc. 2] and the pending Motions to Stay [Docs. 10,12].

1. FACTS

The Konover dispute, at issue in this appeal, is one of a series of adversary proceedings between the two estates and their creditors. The HCN bankruptcy case was commenced by the voluntary filing of Chapter 11 bankruptcy in the United States Bankruptcy Court for the District of Connecticut at New Haven on February 2, 2004, and was thereafter converted to Chapter 7 bankruptcy on October 12, 2004. Daly v. Konover Constr. Corp. (In re Homesteads Cmty. at Newtown, LLC), 390 B.R. 32, 34-35 (Bankr.D.Conn.2008). The NP case was an involuntary filing of Chapter 7 bankruptcy in the same court on May 14, 2004.

At the time of the bankruptcy filings, the HCN Debtor owned commercial real estate located at 12-16 Pocono Road in Newtown, Connecticut (herein “the HCN Property” or “Lot 2”) and the NP Debtor owned property at 164, 168, and 170 Mt. Pleasant Road, Newtown (herein “The NP Property”) Appellants’ Brief, Doc. 14, p. 10; Judge Weil’s Partial Mem. of Decision and Order (herein “Initial Decision”), Doc. 16-22, p. 19, 25. 12-16 Pocono Road was originally part of a larger parcel of 64 acres owned by the Sedor family until the Town of Newtown Planning and Zoning Commission approved a subdivision application on May 20, 1999, dividing the land into two lots; the other lot become known as 166 Mt. Pleasant Road. Initial Decision, p. 19. On September 28, 1999, The Homesteads at Newtown, LLC (“THN”), acquired 166 Mt. Pleasant Road (herein “THN property”) and separately, HCN acquired 12-16 Pocono Road. Appellants’ Brief, p. 10.

The THN and HCN properties were land to be used to construct and develop an elderly care community, The Homesteads. Initial Decision, p. 18. The project was intended to have two phases: phase one was a 100-unit assisted living facility developed by THN, and phase two was a 162 congregate care facility and 38 age-restricted condominiums to be built on the HCN Property. Id. This senior care project' is the genesis of this bankruptcy case duo and the complicated web of adversary proceedings therein, including the Konover dispute at issue in the present appeal. This opinion will only recount the [4]*4relevant facts necessary for the adjudication of this appeal.

A. Konover Mechanic’s Lien

In the Summer and Fall of 1999, THN entered into a construction contract of $11,326,850 with Konover for the assisted living facility. Id. at 20. Part of the contract was a Memorandum of Agreement for the Construction of Off-Site Improvements, dated July 16, 1999, which called for Konover to perform certain work outside of the THN Property. Id. While Konover disputes it, the Trustees and the Debtors agree that none of the off-site work was to be performed on the HCN Property. Id. The final operative contract was signed on or about October 27, 1999, and Konover commenced work on the THN Project on or about October 20,1999. Id. at 21.

The HCN Debtor was not a party to any of THN’s contracts with Konover. Id. at 21. The assisted living project is funded by Arbor National Commercial Mortgage (“Arbor”) through HUD, which required that it be acquired, developed and financed completely separately from the congregate care facility and condominiums. Id. HCN was a not a beneficiary or a guarantor of the Arbor loan. Id. Instead, HCN acquired separate non-HUD financing, and commenced construction of congregate care facility and age-restricted condominiums, using a different general contractor. Id. at 22. Konover was not involved in the construction of HCN Project, despite being aware of it. Id.

Thereafter, a dispute arose between THN and Konover on the payment of work performed by Konover on the THN Property, and on or about May 16, 2001, Konover filed a blanket Certificate of Mechanic’s Lien (herein “the Konover Lien”) in the amount of $1,290,606 against the THN Property (Lot 1) and the HCN Property (Lot 2). Id. The Konover has only billed THN; and had never requisitioned or otherwise billed the HCN Debtor. Id.

At the time that Konover recorded its Mechanic’s Lien, the appellants argued that Konover had been paid, by THN, ninety-five (95%) percent of the original contract price for site work that could potentially affect both lots, totaling $2,164,718.2 Appellants’ Brief, p. 32. Judge Weil’s Initial Decision noted “THN paid Konover many millions of dollars from the Arbor construction loan through the requisition process.” Initial Decision, p. 22.

B. Bankruptcy Court Proceedings

After its bankruptcy filing, on February 19, 2004, the HCN Debtor commenced an adversary proceeding against Konover3 to discharge the Mechanic’s Lien and seek related relief. Appellants’ Brief, p. 11. As grounds for the adversary proceeding, the HCN Debtor alleged that Konover lacked legal basis to file a Mechanic’s Lien on the HCN Property, as the Mechanic’s Lien should have been limited to the THN [5]*5Property. Initial Decision, p. 23. The HCN Debtor further alleged that this wrongfully attached Mechanic’s Lien severely disrupted the project, setting in motion events leading to the HCN Debtor’s filing for bankruptcy and the destruction of its business. Id.

The Konover adversary proceeding continued for many years due to a variety of reasons that are not completely clear to this Court, but perhaps also not completely relevant. HCN Debtor’s counsel, Patrick W. Boatman, sought to promptly prosecute the Konover adversary proceeding. Appellants’ Brief, p. 12. Thereafter, in 2005, the Court appointed Andrew Brand as counsel in the adversary proceeding, whose illness resulted in the appointment of William Fish in 2008. Id. At a hearing on January 23, 2008, Attorney Fish advised the Court that he was knowledgeable about the case and would be trial ready if given a sixty-day extension of the original March trial date. Id. The trial, however, never took place.4 Id.

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526 B.R. 1, 2014 U.S. Dist. LEXIS 182318, 2014 WL 7895746, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-homesteads-community-at-newtown-llc-ctd-2014.