In re Major Funding Corp.

216 B.R. 602, 1997 Bankr. LEXIS 2145, 1997 WL 820870
CourtUnited States Bankruptcy Court, S.D. Texas
DecidedOctober 2, 1997
DocketBankruptcy No. 87-01026-H3-11
StatusPublished
Cited by1 cases

This text of 216 B.R. 602 (In re Major Funding Corp.) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, S.D. Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Major Funding Corp., 216 B.R. 602, 1997 Bankr. LEXIS 2145, 1997 WL 820870 (Tex. 1997).

Opinion

[603]*603 MEMORANDUM OPINION

LETITIA Z. CLARK, Chief Judge.

The court has heard the Second Application To Approve Advisory Committee’s Employment of Counsel (Docket No. 4011), filed by the Advisory Committee of Major Funding Corporation (“Committee”). After considering the pleadings, evidence, and arguments of counsel, the court makes the following findings of fact and conclusions of law, and will enter a separate Judgment approving the employment of Weycer, Kaplan, Pulaski & Zuber (“WKPZ”). This employment is initially limited in scope, and fees and expenses are subject to review by the bankruptcy court. To the extent any of the findings of fact herein are construed to be conclusions of law, they are hereby adopted as such. To the extent any of the conclusions of law herein are construed to be findings of fact, they are hereby adopted as such.

A BRIEF HISTORY

This is a case in which the original corporation was a purchaser of notes on homes, and on home improvements, (which it sometimes participated in encouraging, thereby creating the opportunity for its lien), all generally relating to homes in a lower income market. The corporation then marketed itself to investors through advertisements in newspapers and elsewhere, offering the investors a chance to earn eighteen percent (18%) on their money in a “risk free” environment in which they were “fully secured” by the notes. The Texas Attorney General became interested in Major Funding, and eventually obtained, in the state courts, various cease and desist orders against the corporation, aimed at its activities on both fronts — to cease encouraging the creation of and acquisition of the hens on peoples’ homes, and to cease marketing itself to investors in the glowing terms it had used in its advertisements. The State referred to the operations of the corporation as a “pyramid scheme.” The principal of the corporation, one James Sorce, was eventually indicted and apparently fled the country. After the cease and desist orders, the debtor filed bankruptcy. Over fifteen hundred (1500) investors were left with claims of approximately fifty million dollars against the debtor. After confirmation of a plan on April 10, 1991 (Docket No. 3194), Ronald J. Sommers was appointed as the Liquidating Trustee under the plan (“Trustee”). He is a trustee of extensive experience in complex cases in this district, in state court as well as in bankruptcy court. He testified extensively at the hearing on this matter. He was calm, courteous, credible, and well informed about the Liquidating Trust, of which he is the fiduciary. The Plan also created an Advisory Committee pursuant to its Article VII, Subsection B, to carry [604]*604out duties under 11 U.S.C. § 1103, and to advise and consult with the Liquidating Trustee on post confirmation operations and expenses.

The Trustee began the process of organizing the papers left by the corporation. The corporation had promised its investors that they would be fully secured in particular properties, “their” properties, the deeds on which the corporation would hold as a matter of convenience. It had assured them that they could have deeds issued in the investors’ names if they so chose. Some did so choose, and some parcels were “deeded” to more than one individual. One of the Trustee’s first duties, in dealing with a very angry body of investors who felt themselves defrauded by the corporation, was to begin litigation to recover these parcels from those individual investors, and to retain those properties for the benefit of all the investor class. In this, he was eventually successful. This angered those investors who had obtained “deeds.”

The records of the corporation were in disarray, and the process of locating the documents identifying the properties was itself somewhat difficult. Not all the papers were well drawn, and this also occasioned some litigation to establish the nature and extent of the liens held by the corporation. It was also necessary to reach settlements with the State of Texas Attorney General. The Trustee also began the process of trying to collect the monies for mortgage and home improvement loans from the homeowners. In this, he has over the years obtained a fair degree of success.

Once the Trustee had the deeds and home improvement liens in sufficient order that they might, with accuracy, be called a “portfolio”, he initiated the process of determining if there was a market for this “portfolio”. In October, 1992, the Trustee identified several capable buyers for the portfolio, and put the proposed purchase before the Advisory Committee. They turned the offer down, apparently believing that the properties in the portfolio could be managed to yield more over time than was reflected in the “present value” represented by the offer. (Testimony of Michael Jayson).

This, in effect, shifted the job of the Trustee from that of making the portfolio saleable to that of managing the properties. To that end, he employed Ms. Ilsa Pappas, who testified before the court, and appears highly capable and effective. She testified, inter alia, that she makes many of her monthly collections in person at the properties, often with her husband (unpaid) as her companion, in view of the neighborhoods she visits for this purpose, and the attitude of some of the homeowners. All members of the Creditors’ Committee who testified seem satisfied with her work and with her responsiveness if they call with questions or a desire to visit the office from which the affairs of the Liquidating Trust are managed. She testified that she has also made it clear that any of them who wish are welcome to observe any of the collections process as she makes her rounds, but that none have taken up this offer.

Notwithstanding their respect for Ms. Pap-pas and her accessibility, there came a time when some members of the Committee believed that the process of bringing to order the affairs of this debtor, and thereafter, the management of the properties, was taking too much time and costing too much money.

EVENTS LEADING TO THE INSTANT MATTER

The Committee filed an Application To Employ Counsel (Docket No. 3958). The Trustee opposed the application on the ground that the Plan did not specifically authorize the Committee to retain counsel. This court denied the employment application (Docket No. 3969). The United States District Court for the Southern District of Texas affirmed. The Fifth Circuit Court of Appeals reversed and remanded for this court to determine if there was a necessity for counsel for the Advisory Committee (Docket No. 4016; Matter of Advisory Committee of Major Funding Corp., 109 F.3d 219 (5th Cir.1997)). The Committee filed a Second Application to employ WKPZ. The Second Application was opposed by the Trustee on the basis that the Committee does not need counsel, and that the Trustee would be violating his fiduciary duty to the Liquidating Trust if he failed to so urge. It is this [605]*605Second Application which is presently under consideration by the court.

DISCUSSION

The question of whether the Advisory Committee needs counsel is a troublesome one. Initially, it is not clear that most of the fifteen hundred (1500) investors believe that such counsel is needed, or want the fees and expenses of such counsel to come out of the assets collected by the Trust.

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Rosemary Perez
W.D. Texas, 2023

Cite This Page — Counsel Stack

Bluebook (online)
216 B.R. 602, 1997 Bankr. LEXIS 2145, 1997 WL 820870, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-major-funding-corp-txsb-1997.