Keller v. Hoyle, Morris & Kerr (In re Blinder, Robinson & Co.)

199 B.R. 976, 13 Colo. Bankr. Ct. Rep. 273, 1996 U.S. Dist. LEXIS 12247
CourtDistrict Court, D. Colorado
DecidedAugust 22, 1996
DocketCivil Action No. 94-K-2892; Bankruptcy No. 90-1170 SEE (SIPA); Adversary No. 94-1067 DEC
StatusPublished
Cited by1 cases

This text of 199 B.R. 976 (Keller v. Hoyle, Morris & Kerr (In re Blinder, Robinson & Co.)) is published on Counsel Stack Legal Research, covering District Court, D. Colorado primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Keller v. Hoyle, Morris & Kerr (In re Blinder, Robinson & Co.), 199 B.R. 976, 13 Colo. Bankr. Ct. Rep. 273, 1996 U.S. Dist. LEXIS 12247 (D. Colo. 1996).

Opinion

MEMORANDUM DECISION ON APPEAL

KANE, Senior District Judge.

The Philadelphia-based law firm of Hoyle Morris & Kerr (HM & K) appeals from the bankruptcy court’s December 6, 1994 order entering judgment in favor of Glen E. Keller, Jr., trustee for the estate of Blinder, Robinson & Co. (“Trustee”), on his claims against HM & K for the turnover, pursuant to 11 U.S.C. §§ 542 and 549, of $75,000 in legal fees transferred from the Lillian Blinder Trust to HM & K. HM & K contends the order should be reversed because: (1) the Trustee failed to prove the $75,000 was property of the estate; (2) the bankruptcy court erred when it found HM & K an “initial transferee” within the meaning of 11 U.S.C. § 550(a) instead of a subsequent good faith transferee under § 550(b)(1); (3) the court erroneously rejected HM & K’s argument that a settlement in the related children’s trust action constituted an accord and satisfaction of the Trustee’s claims against HM & K here; and (4) the court erroneously rejected HM & K’s defense that the Trustee’s claims were barred or otherwise equitably estopped under the doctrine of laches.

Appellate jurisdiction exists under 28 U.S.C. § 158(a). After examining the record and the briefs of the parties, I find oral argument would not materially assist in the determination of the appeal. I find HM & K’s arguments unpersuasive and affirm.

[978]*978I. FACTS AND PROCEDURAL HISTORY.

This is another in a series of adversary proceedings arising out of the Blinder Robinson bankruptcy. Blinder Robinson was a multi-million Colorado-based securities firm run by Meyer Blinder and his wife Lillian. The company’s fortune began to turn in 1988 when a class of investors initiated securities fraud proceedings in Pennsylvania against the firm and Meyer Blinder. Blinder Robinson’s parent company, Intercontinental Enterprises, Inc. (IEI), was added as a defendant in 1989. See Hoxworth v. Blinder, et al., 170 B.R. 438, 440 (D.Colo.1994), aff'd 74 F.3d 205 (10th Cir.1996).

By August 1990, liquidation proceedings had commenced in the United States Bankruptcy Court for the District of Colorado under the Securities Investor Protection Act of 1970, 15 U.S.C. §§ 78aaa et seq. (SIPA). As a result, the Hoxworth litigation was stayed with respect to Blinder Robinson, but continued in Pennsylvania against Meyer Blinder and IEI.

On January 11, 1991, Lillian Blinder, as trustee for the Lillian Blinder Trust, established Account No. 300-6327-9 in her own name at the State Street Bank and Trust Company in Boston (the “State Street” or “Boston” account).

In April 1991, the Trustee initiated an adversary proceeding against IEI, the Blinders and related parties, seeking a declaration that Blinder Robinson and the Blinders were alter egos and that all of the Blinders’ individual and joint assets were properly the property of the Blinder Robinson bankruptcy estate. Keller v. Blinder, et al., 91-1283 RJB (Bank.D.Colo.) (the “Alter Ego Action”). The Lillian Blinder Trust was not specifically named a defendant in the Alter Ego Action.

On December 30, 1991 the bankruptcy court issued an order in the Alter Ego Action granting summary judgment in favor of the Trustee on its claims against Meyer Blinder in an amount exceeding $10 million. In response to continued discovery abuses, the bankruptcy court also entered default judgment against the Blinders on all of the Trustee’s claims. To protect the Trustee, the bankruptcy court on January 2, 1992 issued the following temporary restraining order:

Meyer and Lillian Blinder, and all of their agents, servants and employees, are hereby enjoined ... from transferring, conveying, hypothecating, encumbering or otherwise disposing of any real or personal property, in their possession, custody or control, including all property in the Lillian Blinder Trust, valued at or above one thousand dollars ($1,000), other than in satisfaction of bills and obligations incurred in the ordinary course of their businesses.

(R.Vol. II, Ex. 4.)

The bankruptcy court entered its judgment against the Blinders in the Alter Ego Action on January 10, 1992. The court declared Blinder Robinson to be the Blinders’ alter ego and ordered the couple to transfer to the Trustee “all of their individual and joint property, whether directly or indirectly owned and wherever located and by whoever (sic) held, including any property held in trust for the benefit of either Meyer or Lillian Blinder.” Judgment (R.Vol. II, Ex. 5) (emphasis added).

Also on January 10, 1992, the Trustee, Meyer Blinder and Lillian Blinder entered into a stipulation on the record for a stay pending appeal of the summary judgment against Meyer Blinder and the judgment against both Blinders. Tr. of 1/10/92 Hearing (R.Vol. II, Ex. 7) at 5-7; see Minutes of Proceedings, 1/10/92 (id., Ex. 6). The stipulation provided that the Trustee would not execute on the alter ego judgment and the Blinders would be permanently enjoined “from transferring any assets in which they have a legal or equitable interest, including assets held in the Lillian Blinder Trust.” Tr. at 5. The stipulation specifically stated that the injunction would be “substantially in the same form” as the January 2 TRO, except that the Blinders would be required to report to the Trustee “any transfers of funds or other assets in the amount or value exceeding ... $2,000.” Id. at 6. The bankruptcy judge approved the stipulation and made it an order of the court “effective as of [January 10, 1992],” but asked the parties to file the stipulation in writing along with a form of order for his signature. Id. at 10-11.

[979]*979The parties prepared and filed their written Stipulation of Parties Regarding Deposit of Assets, Etc. into Court Registry for Purpose of Obtaining Stay of Execution and form of order on February 4, 1992. (R.Vol. II, Ex. 8.) The order prohibited the Blinders from “transferring or removing from their present location any and all of their fixed assets ... without prior order of the Court, upon notice (not less than three days) and application to the Trustee,” for the “duration of the Stay.” Id. The bankruptcy court signed the order the same day, but only after adding to the list of “fixed assets” subject to its injunction “all property of Lillian Blinder in which she has a legal or equitable interest including without limitation property held by the Lillian Blinder Trust, and the like, without prior order of this Court.” Id. (Judge Brumbaugh’s handwritten interlineation).

The Blinders’ assets, including those in the Lillian Blinder Trust, were deposited into the bankruptcy court registry on February 4, 1992 to be held in custodia legis in lieu of a supersedeas bond. In an action typifying the Blinders’ conduct during this period,1 however, Lillian Blinder had managed to transfer $75,000 to HM & K the day before.

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Bluebook (online)
199 B.R. 976, 13 Colo. Bankr. Ct. Rep. 273, 1996 U.S. Dist. LEXIS 12247, Counsel Stack Legal Research, https://law.counselstack.com/opinion/keller-v-hoyle-morris-kerr-in-re-blinder-robinson-co-cod-1996.