LAMONICA v. Tilton

CourtUnited States Bankruptcy Court, S.D. New York
DecidedFebruary 5, 2025
Docket18-01021
StatusUnknown

This text of LAMONICA v. Tilton (LAMONICA v. Tilton) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
LAMONICA v. Tilton, (N.Y. 2025).

Opinion

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------X In re: Chapter 7 TRANSCARE CORPORATION, et al., Case No. 16-10407 (DSJ) (Jointly Administered) Debtors. ---------------------------------------------------------------X SALVATORE LAMONICA, as Chapter 7 Trustee of the Jointly Administered Estates of TransCare Corporation, et al.,

Plaintiff, Adv. Proc. No. 18-01021 (DSJ) v.

LYNN TILTON, et al., Defendants.

---------------------------------------------------------------X

DECISION PARTLY GRANTING TRUSTEE’S MOTION TO APPROVE ATTORNEYS’ FEES

APPEARANCES: LAMONICA, HERBST & MANISCALCO, LLP Counsel for Plaintiff/ Chapter 7 Trustee 3305 Jerusalem Avenue Wantagh, New York 11793 By: Gary Herbst, Esq. Jacqulyn S. Loftin, Esq.

AMINI LLC Counsel for Plaintiff/ Chapter 7 Trustee 131 West 35th Street New York, New York 10001 By: Jeffrey Chubak, Esq.

WEIL, GOTSHAL & MANGES Counsel for Patriach Partners Agency Services LLC 767 Fifth Avenue New York, New York 10153 By: Chris Conrad, Esq. Mark Perry, Esq. Ronit Berkovich, Esq.

DAVID S. JONES UNITED STATES BANKRUPTCY JUDGE: This action arose out of the execution of two transactions that resulted in the abrupt failure and Chapter 7 bankruptcy of TransCare Corporation (“TransCare”), a regional ambulance and paratransit company, and its debtor affiliates. The first transaction involved the foreclosure of TransCare’s assets by its term lender, Patriarch Partners Agency Services (“PPAS”). The foreclosure was planned and authorized by PPAS’s owner, Lynn Tilton (“Tilton”), who was also the sole director and majority owner of TransCare. The assets were subsequently sold to another entity also controlled by Tilton. The second transaction involved the granting of a lien to Ark II, an entity also owned by Tilton. Following a long-running and vigorous litigation, Salvatore LaMonica, Esq., as Chapter 7 Trustee (the “Trustee”) secured a base judgment of $38.2 million against Tilton for breaching her fiduciary duty to the debtor, and a base judgment of $39.2 million plus attorneys’ fees against PPAS for the intentional fraudulent transfer of the debtor’s assets. The Trustee has successfully recovered the total judgment amount against Tilton plus interest. The Trustee’s judgment against and recovery from Tilton was not predicated in whole or in part on any entitlement of the Trustee to legal fees, because the attorneys’ fee award was made solely in the PPAS judgment due to the differing legal bases for each judgment. The remaining piece of this action relates to the Trustee’s entitlement to quantify and recover the portion of the judgment against PPAS that awarded reasonable attorneys’ fees to the Trustee.

More specifically, before the Court is a motion of the Trustee of the estates of TransCare and its debtor affiliates (collectively the “Debtors”) titled Motion to approve attorneys’ fees award against Defendant Patriarch Partners Agency Services, LLC under Debtor and Creditor Law § 276-a [ECF No. 169] (the “Motion” or “Mot.”). The Motion asserts that the Trustee is entitled to attorneys’ fees awarded by this Court’s Post-Trial Findings of Fact and Conclusions of Law (the “PFC”). Mot. at 2. Defendant PPAS filed an objection to the motion [ECF No. 178] (the “Objection” or “Obj.”) asserting (1) that the Trustee’s requested fee award is barred by the

single-satisfaction rule under section 550(d) of the Bankruptcy Code because the Trustee has already recovered from Tilton $51.8 million, an amount greater than the sum of the $45.5 million judgment, inclusive of interest, against PPAS plus the total amount of attorneys’ fees that the Trustee now seeks, and (2) that the Trustee’s request includes (i) fees incurred for “facially” non- compensable claims that are unrelated to the prevailing fraudulent conveyance claim and (ii) questionable and insufficiently documented time entries. Obj. at 7-8; 17. In response, the Trustee filed a reply in support of the motion [ECF No. 184] (the “Reply”) arguing that the prejudgment interest which raised the total collected judgment amount against Tilton to $51.8 million is separate from and cannot be used to satisfy the attorneys’ fees judgment against PPAS, as doing so would “defeat the purpose of prejudgment interest and §550.” Reply ¶ 2. The Trustee further

argues that all the work it seeks compensation for is “directly related” to the fraudulent conveyance claim. Reply ¶¶ 14 -16. As to PPAS’s objection to certain time entries, the Trustee contends that any documentation deficiencies do not warrant a complete denial of the motion, and that instead the Court can apply a percentage reduction (to which the Trustee consents in principle). Reply ¶ 20. In a Sur Reply [ECF No. 185], PPAS argues that the Trustee bears the burden of showing that it continues to be injured even after receiving complete payment of the Tilton Judgment such that an award of attorneys’ fee is still necessary. Sur Reply at 4-5. PPAS

further reiterates that the Trustee is responsible for submitting well-documented time entries. Sur Reply at 6-7. This Court heard oral argument on the Motion on November 7, 2024 (the “Hearing”) and reserved decision. BACKGROUND This Decision assumes familiarity with the facts and history of this case and discusses only the background relevant to the motion it resolves.

TransCare owned and operated a network of ambulance transportation services in the Northeast and provided paratransit services to entities including the New York Metropolitan Transit Authority (the “MTA”). PFC at 3. Tilton was the sole director and majority owner of TransCare. Id. at 4. Tilton also owned and controlled PPAS, TransCare’s term lender. Id. In early 2016, PPAS, authorized by Tilton, foreclosed on some of TransCare’s assets (the “Subject Collateral”) to satisfy $10 million out of the $43 million in outstanding debt under the TransCare Term Loan. See generally PFC at 21-35. Subsequently, on February 24, 2016, PPAS sold the Subject Collateral to Transcendence Transit, Inc. and Transcendence Transit II, Inc (collectively “Transcendence”), both of which were newly formed entities owned by Tilton.

PFC at 31. On the same day, TransCare and ten related entities filed Chapter 7 petitions in this Court. Id. at 31. The newly formed Transcendence failed, resulting in three additional Debtors filing Chapter 7 petitions in this Court. Id. at 36. Following commencement of the bankruptcy cases, PPAS filed a $35 million claim against the TransCare estate for the outstanding debt under the Term Loan.

A. The Adversary Proceeding On February 22, 2018, the Trustee commenced an adversary proceeding on behalf of the Debtors against, inter alia, Tilton and PPAS. [ECF No. 1]. After extensive pre-trial activity, the case proceeded to trial.

Following a six-day bench trial before the then-assigned Bankruptcy Judge Stuart M. Bernstein, this Court issued “Post-Trial Findings of Fact and Conclusions of Law,” ruling in favor of the Trustee on two claims: (i) breach of fiduciary duty against Tilton and (ii) fraudulent transfer against PPAS and Transcendence. [ECF No. 138]. This decision does not detail the Court’s lengthy, thorough post-trial ruling, which is available on the docket for reference. In essence, for the breach of fiduciary duty claim, the Court recommended a $41.8 million judgment against Tilton, based on a finding that she breached “her fiduciary duties of loyalty and good faith” owed to TransCare. PFC at 71. For the fraudulent transfer claim, the Court found that “TransCare transferred the Subject Collateral to PPAS with the intent to hinder and delay

TransCare’s creditors …” PFC at 76.

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