Keith Douglas Sanders v. First Recovery, LLC and Dylan Brooks

CourtUnited States Bankruptcy Court, E.D. North Carolina
DecidedOctober 17, 2025
Docket20-00018
StatusUnknown

This text of Keith Douglas Sanders v. First Recovery, LLC and Dylan Brooks (Keith Douglas Sanders v. First Recovery, LLC and Dylan Brooks) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, E.D. North Carolina primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Keith Douglas Sanders v. First Recovery, LLC and Dylan Brooks, (N.C. 2025).

Opinion

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF NORTH CAROLINA WESTERN DIVISION

NO. 5:25-CV-1-FL

KEITH DOUGLAS SANDERS, ) ) Appellant, ) ) v. ) ORDER ) FIRST RECOVERY, LLC and DYLAN ) BROOKS, ) ) Appellees. )

This matter is before the court on appeal of a final order of the United States Bankruptcy Court for the Eastern District of North Carolina entering judgment in the amount of $1,687,027.83 plus interest in favor of appellees in adversary proceeding captioned First Recovery, LLC, & Dylan Brooks v. Keith Douglas Sanders, No. 20-00018-5-JNC (Bankr. E.D.N.C.) (the “adversary proceeding”). The issues raised have been briefed fully and in this posture are ripe for ruling. For the following reasons, the judgment of the bankruptcy court is affirmed. STATEMENT OF THE CASE Keith D. Sanders (“Sanders” or “appellant”) filed voluntary petition under Chapter 7 of the Bankruptcy Code August 9, 2019. (Bankr. Order (DE 1-2) at 2).1 First Recovery, LLC (“First Recovery”) and Dylan Brooks (“Brooks”) (together, “appellees”) initiated adversary proceeding by filing complaint January 13, 2020, alleging that appellant had engaged in fraud relating to his

1 Throughout this order, page numbers in citations are to the page number of the document in the court’s case management/electronic case filing (‘CM/ECF’) system rather than the page number, if any, showing on the face of the underlying document. sale of a business to appellees, and seeking a determination that the sale price was a nondischargeable debt under 11 U.S.C. § 523. (Id. at 3). Appellant received an order of discharge in the Chapter 7 case on January 15, 2020, pursuant to 11 U.S.C. § 727. See Case No. 19-03665- 5-JNC (Bankr. E.D.N.C.), (Doc. 34). Trial in the adversary proceeding took place over nonconsecutive dates in August and

October 2021. Once appellees rested, appellant made oral motion for judgment on partial findings under Federal Rule of Bankruptcy Procedure 7052(c). (Bankr. Order (DE 1-2) at 3). After briefing, the bankruptcy court entered order and opinion granting the motion and entering judgment for appellant. (Id.). First Recovery and Brooks appealed, and this court vacated and remanded for a new trial, instructing the bankruptcy court to make new findings and re-evaluate its determinations under 11 U.S.C. § 523. See Order, First Recovery, LLC et al. v. Keith D. Sanders, No. 5:21-CV-530-FL (E.D.N.C. Jan. 9, 2023), (DE 39). A new trial took place July 13, 2023. The parties submitted post-trial briefs, and the bankruptcy court entered order and judgment in the amount of $1.3 million in favor of appellees

August 31, 2023. See First Recovery, LLC v. Sanders (In re Sanders), Ch. 7 Case No. 19-3665- 5-JNC, Adv. No. 20-18-5-JNC, 2023 WL 5658797 (Bankr. E.D.N.C. Aug. 31, 2023). Sanders appealed, and First Recovery and Brooks filed cross-appeal. This court consolidated the appeals and entered order affirming in part the bankruptcy court’s August 31, 2023, judgment and remanding for the bankruptcy court to address “[w]hether a debt for fraud under North Carolina law, owed by Sanders to [First Recovery] and/or Brooks, exists,” and “[w]hether Brooks qualifies as a creditor on such debt, if one exists.” Sanders v. First Recovery, LLC, No. 5:23-CV-553-FL, 2024 WL 4164163, at *10 (E.D.N.C. Aug. 6, 2024). On remand, the parties filed briefs and entered certain exhibits and facts into the record by stipulation. The bankruptcy court entered order and judgment under review December 17, 2024, and the instant appeal commenced January 2, 2025. Appellant and appellees filed briefs March 14, 2025, and April 28, 2025, respectively, relying upon a voluminous appellate record. STATEMENT OF FACTS Where they are not disputed, the court incorporates the facts as set out in its August 5,

2024, order: In 2004, [appellant] formed an auto recovery, towing, and repossession business, and later sold the towing side of the business to form Unlimited Recovery Repossession Division, LLC (“URRD”). (Bankr. Op. 4). In late 2011, [appellant] sold URRD to Jordan and Linda Craft (the “Crafts”). (Id. 5). As part of that sale, the Crafts reviewed URRD’s 2008, 2009, and 2010 tax returns, and its 2011 profit and loss statement before electing to purchase URRD for around $1.2 million. (Id.). During the negotiations, [appellant] did not provide access to bank statements or the Recovery Database Network (“RDN”), the company’s database storing customer and revenue reports on repossessions. (Id.).

Following the sale, the Crafts gained access to RDN and URRD’s bank statements, and found that the company’s repossession numbers and revenue were “significantly less” than had been represented during sale. (Id.). They also discovered that URRD’s revenue was “inflated” by the sale of the towing side of the business in 2010, and by substantial revenue from buying and reselling vehicles, which sales were not disclosed as a substantial part of the business during the pre- closing period. (Id.). [Appellant] also represented that URRD’s lot leases, customer contracts, and bonds needed to operate as a repossession business could be assigned following the sale; post-closing, the Crafts discovered that these contracts were not unilaterally assignable by [appellant]. (Id. 5–6). The Crafts were therefore unable to continue normal operations. (Id. 6). They sued [appellant], and eventually reached a settlement with him to unwind the sale, under which the Crafts would be reimbursed, and [appellant] would reassume control, liabilities, and ownership over URRD. (Id. 6). [Appellant] subsequently re-listed URRD for sale. (Id.).

Around this time, Brooks was looking to invest in a new business. Brooks holds an economics degree from the Wharton School of Business at the University of Pennsylvania, and had purchased and owned multiple businesses before the events of this case, but had no prior knowledge or experience operating a repossession business. (Id.). Brooks is the managing member of plaintiff [First Recovery]. (Compl. (DE 11-1) ¶ 2). On October 7, 2014, Brooks reached out to [appellant’s] broker for more information about URRD, and received a business summary report, financial spreadsheets, and an asset list. (Id.). This packet included a short summary of URRD’s repossession business, and stated that “the buyer must ultimately complete their own due diligence to determine whether or not to invest in the business.” (Id. 7). In addition to this packet, Brooks reviewed URRD’s 2009-2013 tax returns, and various profit and loss statements, but was denied access to RDN, QuickBooks files, and bank records. During negotiations, [appellant] made numerous written and oral representations to [appellees] about URRD, which will be discussed in more detail in the analysis herein.

Before closing on the purchase, Brooks did not discover the lawsuit arising from the Craft sale, but did become aware of $350,000 in unpaid payroll taxes and a federal tax lien against URRD’s assets; [appellant] represented that these were due to the Craft sale and that URRD was not responsible for them. (Id. 9–10). Further, URRD and [appellant] took out loans before closing, which inflated revenue in URRD’s financials before purchase. (Id. 11). Brooks reviewed the provided documents and [appellant’s] assertions, and purchased URRD for $1.3 million, which sale closed July 31, 2015. (Id. 11).

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Keith Douglas Sanders v. First Recovery, LLC and Dylan Brooks, Counsel Stack Legal Research, https://law.counselstack.com/opinion/keith-douglas-sanders-v-first-recovery-llc-and-dylan-brooks-nceb-2025.