In re Manuel Mediavilla, Inc.

505 B.R. 94, 2014 WL 183818
CourtUnited States Bankruptcy Court, D. Puerto Rico
DecidedJanuary 14, 2014
DocketNo. 13-2800 (MCF)
StatusPublished
Cited by2 cases

This text of 505 B.R. 94 (In re Manuel Mediavilla, Inc.) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, D. Puerto Rico primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Manuel Mediavilla, Inc., 505 B.R. 94, 2014 WL 183818 (prb 2014).

Opinion

AMENDED OPINION AND ORDER

MILDRED CABAN FLORES, Bankruptcy Judge.

Before the Court are cross motions for summary judgment and oppositions thereto in relation to PRLP 2011 Holdings L.L.C.’s (hereinafter “PRLP”) Motion for Entry of Order Prohibiting the Use of its Cash Collateral by the corporate debtor, Manuel Mediavilla Inc. (hereafter “MMI”), and individual debtors, Manuel Mediavilla and Maydín Meléndez (hereafter the “Me-diavillas”) (all three jointly referred to as “Debtors”).

Two main issues have to be addressed in order to determine whether several collateral assignment of rents provide PRLP a right to cash collateral under § 363 of the Bankruptcy Code.1 First, does a creditor need to perfect a pre-petition rent assignment, according to state law, in order to extend its security interest post-petition? Second, if such pre-petition perfection is necessary, how are rent assignments perfected according to Puerto Rico Law? As to the first issue, the Court determines that § 552 of the Bankruptcy Code does [97]*97require a valid pre-petition interest in order to extend a security interest post-petition and such pre-petition interest is created in accordance to state law requirements. In regards to the second issue, an assignment of rents is perfected when it is considered to have a fixed date, according to the Puerto Rico Civil Code2 (“Civil Code”) as interpreted by the Puerto Rico Supreme Court. Since duly notarized assignment of rents are considered authentic documents with a fixed date, the various collateral assignment of rent agreements executed between the parties pre-petition were duly perfected. As a result, PRLP has a valid security interest over all the rental proceeds generated by Debtors’ commercial properties.

For the reasons expressed below, the Court Grants PRLP’s Motion for Summary Judgment, Denies Debtors’ Motion for Summary Judgment and consequently grants PRLP’s Motion Prohibiting the Use of its Cash Collateral.

I-JURISDICTION

The Court has jurisdiction to hear this case, pursuant to 28 U.S.C. § 157(a) and the general order of the United States District Court dated July 19, 1984, which refers title 11 proceedings to the Bankruptcy Court (Torruellas, C.J.). This is a core proceeding, pursuant to 28 U.S.C. § 157(b).

II-MOTION FOR SUMMARY JUDGMENT

By agreement of the parties, this matter is appropriate for summary judgment disposition as there are no material facts in dispute and one of the parties is entitled to judgment as a matter of law, pursuant to Fed.R.Civ.P. 56(c), as made applicable to these proceedings by virtue of Fed. R. Bankr.P. 7056. Celotex v. Catrett, 477 U.S. 317, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986) (citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986)); Vega-Rodriguez v. Puerto Rico Tel. Co., 110 F.3d 174, 178 (1st Cir.1997).

III-UNDISPUTED MATERIAL FACTS

1. PRLP is a corporation incorporated under the laws of the Commonwealth of Puerto Rico.
2. MMI is a corporation incorporated under the laws of the Commonwealth of Puerto Rico.
3. The Mediavillas are the personal and joint guarantors of MMI’s obligations to PRLP.
4. Debtors are the owners of six commercial properties that are currently leased to nine different tenants.3
5. Prior to the filing of the bankruptcy petitions, Debtors entered into several commercial transactions with Banco Popular de Puerto Rico (“BPPR”) between 2006 and 2011.
6. The commercial transactions between BPPR and Debtors underwent several amendments in order [98]*98to enhance the collateral provided to BPPR and to extend the maturity period of the loans.
7. Debtors and BPPR executed several Collateral Assignment of Lease Agreements whereby all the rent proceeds of Debtors’ properties would serve as collateral in favor of BPPR.
8. Every assignment of rent agreement executed by the parties was duly authenticated by a notary public through an affidavit.
9. BPPR filed financing statement #2011001744 in the Puerto Rico Department of State (“Department of State”) in relation to the collateral assignment of MMI’s commercial leases for the properties located at Font Martelo # 148 and # 150, Hu-macao, Puerto Rico.
10. No financing statement has been filed in relation to Debtors’ remaining collateral assignment of lease agreements in favor of BPPR.
11. Assignment of rent clauses are not included in any recorded mortgages encumbering Debtors’ properties.
12. On September 29, 2011, BPPR transferred its claims to PRLP as part of purchase of credits agreement between the two entities.4
18.On September 19, 2012, BPPR commenced a civil action against Debtors for foreclosure of mortgages and collection of money in the Puerto Rico Court of First Instance, Humacao Section.
14.On March 8, 2013, the Local Court issued an order of attachment on Debtors’ personal property, including all rents produced by Debtors’ real properties.
15. On March 25, 2013, Debtors filed a Certiorari before the Puerto Rico Court of Appeals.
16. On April 11, 2013, before the Court of Appeals resolved the matter, Debtors filed for bankruptcy under Chapter 11 and the Local Court case was stayed.
17. The MMI and Mediavilla cases were administratively consolidated on May 23, 2013.
18. On June 28, 2013, PRLP filed a motion to prohibit the use of cash collateral and requesting the tender of the rent proceeds from the Debtors’ properties.
19. On July 11, 2013, PRLP filed Proof of Claim Number 9 for $2,635,138.28.
20. On July 15, 2013, Debtors objected to the request for the prohibition of the use of cash collateral.
21. Debtors are making monthly payments of $7,200 to PRLP in relation to the two properties (Font Martelo # 148 and # 150) recorded in the Department of State.

IV-PARTIES’ CONTENTIONS

PRLP filed a motion objecting to Debtors’ use of its alleged cash collateral without its consent and without providing adequate protection for the diminution of the value of its collateral.

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Bluebook (online)
505 B.R. 94, 2014 WL 183818, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-manuel-mediavilla-inc-prb-2014.