In re Soderstrom

477 B.R. 249, 23 Fla. L. Weekly Fed. B 451, 2012 WL 3643071, 2012 Bankr. LEXIS 3902, 56 Bankr. Ct. Dec. (CRR) 263
CourtUnited States Bankruptcy Court, M.D. Florida
DecidedAugust 8, 2012
DocketNo. 6:11-bk-16036-KSJ
StatusPublished
Cited by3 cases

This text of 477 B.R. 249 (In re Soderstrom) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, M.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 Soderstrom, 477 B.R. 249, 23 Fla. L. Weekly Fed. B 451, 2012 WL 3643071, 2012 Bankr. LEXIS 3902, 56 Bankr. Ct. Dec. (CRR) 263 (Fla. 2012).

Opinion

MEMORANDUM OPINION APPROVING TRUSTEE’S COMPROMISE OF CONTROVERSY

KAREN S. JENNEMANN, Chief Judge.

At the time debtors filed bankruptcy, they were the sole owners of Stirling International Realty, Inc. (“Stirling”), a real estate brokerage franchise with Sotheby’s International Realty, Inc.1 Debtors also wholly own related entities Data and Document Storage, LLC; World Wilde Auction Services, LLC; Stirling International Properties, Inc.; and First Global Title, LLC (the “Related Entities”) used to operate the Stirling business. Since 2005 Stirling’s income has declined steadily as a result of the national economic downturn.2 After debtors filed this personal Chapter 7 bankruptcy case, Stirling filed a Chapter 11 reorganization case.3 The Chapter 7 trustee, Richard B. Webber III, now seeks the Court’s approval of a settlement agreement (the “Settlement”) in which he proposes to sell Stirling and the Related Entities back to debtors.4 The Court has considered the Settlement and the creditors’ objections5 and approves the Settlement as reasonable and in the best interest of creditors.

[252]*252 The Trustee’s Motion to Settle is Granted

Bankruptcy Rule 9019 authorizes a bankruptcy court to approve a settlement agreement between interested parties. Although a settlement agreement must, at a minimum, be fair and “not fall below the lowest point in the range of reasonableness,”6 the ultimate decision to approve a settlement lies within the sound discretion of the bankruptcy court.7 A bankruptcy must “apprise itself of all necessary facts to make an intelligent evaluation and to make an independent judgment as to whether the settlement presented is fair and equitable.”8 The Eleventh Circuit in In re Justice Oaks, II, Ltd. established the following factors to determine the fairness and reasonableness of a proposed settlement:

(a) The probability of success in the litigation; (b) the difficulties, if any, to be encountered in the matter of collection; (c) the complexity of the litigation involved, and the expense, inconvenience and delay necessarily attending it; (d) the paramount interest of the creditors and a proper deference to their reasonable views in the premises.9

A trustee must make a comprehensive examination of the underlying facts and prove a settlement agreement is reasonably beneficial to an estate.10 A court is not required to decide the merits of each claim or hold a “mini trial” of the underlying litigation but must have enough information to evaluate the reasonableness of a trustee’s proposed settlement.11 When the potential augmentation of a bankruptcy estate “involves protracted investigation or potentially costly litigation, with no guarantee as to the outcome, the trustee must tread cautiously, and an inquiring court must accord him wide latitude in deciding whether to [settle].”12

As part of the Settlement, the trustee proposes to sell back to debtors any interest the trustee acquired in Stirling or [253]*253the Related Entities.13 Debtors have agreed to pay $10,000 for all the stock and interests in these interrelated companies and waive the exemptions they have asserted as to some of their other business entities.14

In exchange, the trustee will withdraw certain motions he has pending in debtors’ and Stirling’s bankruptcies,15 including his motion to revoke Stirling’s Chapter 11 Plan Confirmation because debtors, as sole owners of Stirling, proceeded as debtors-in-possession in Stirling’s Chapter 11 bankruptcy after they filed for Chapter 7.16 The trustee’s motion argues that because all debtors’ assets individually became property of their Chapter 7 estate upon filing,17 including their ownership interest in Stirling, debtors acted without authority when they proceeded to confirm a plan in the Stirling bankruptcy without the trustee’s involvement.

The trustee submits this compromise is fair, equitable, and in the best interest of the estate because the companies debtors are purchasing are largely valueless, and the estate will receive $10,000 without having to expend the time and money to pursue more unproductive litigation.18 The trustee further argues that even if he were able to recover and sell the stock of these companies, he would not gain anything of value for debtors’ estate because taking over Stirling would trigger a default under its franchise agreement with Sotheby’s, destroy the Chapter 11 reorganization, and effectively close the business.19

Creditors Horizons a Far (“Horizons”), Joan Thompson, and J. Thompson Investments (“Creditors”) object to the Settlement for multiple reasons. First, Creditors argue the Settlement is not based on the trustee’s informed decision because the trustee has not provided any information to support his contention that the properties are largely worthless. He has not submitted a valuation of any of the Related Entities, nor has he attempted to auction them to determine their market value.20 Pointing to debtors’ initial willingness to contribute $25,000 to purchase Stirling from Stirling’s bankruptcy estate,21 Creditors argue $10,000 is not a fair price to pay for all five companies because they are [254]*254worth at least $25,000 to the debtors and taking less reduces the claims debtors’ estate will be able to distribute to creditors.

In response to the trustee’s claims that the entities are largely worthless, Creditors point to the income that some of the Related Entities generate as an indication of the companies’ positive market values. Creditors also claim First Global Title, LLC and World Wide Auction, LLC must have positive values because both pay annual filing dues and both submit an annual report to the State of Florida, and no company would pay these amounts if it were valueless. Finally, Creditors argue the Settlement should be denied because they have not had an opportunity to conduct their own discovery that would test the validity of the trustee’s assertions that none of these entities have value.22

Horizons also claims the trustee’s withdrawal of claims against debtors or Stirling is unreasonable because waiving these claims is not in the best interest of creditors.23 Specifically, Horizons objects to the trustee’s withdrawal of his motion to revoke the Court’s Order Confirming Stirling’s Fourth Amended Plan and Disclosure Statement24 because pursing this claim against Stirling “may add potential assets to debtors’ estate.” Horizons also argues debtors’ waiver of their exemptions is a trivial conciliation because most of the property debtors claim as exempt is already owned by someone other than the debtors (including the trustee) or has no value.25

This Court agrees with the general policy of encouraging settlements and favoring compromises to reduce the costs of litigation.26

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Cite This Page — Counsel Stack

Bluebook (online)
477 B.R. 249, 23 Fla. L. Weekly Fed. B 451, 2012 WL 3643071, 2012 Bankr. LEXIS 3902, 56 Bankr. Ct. Dec. (CRR) 263, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-soderstrom-flmb-2012.