Lawski v. Frontier Insurance Group, LLC (In re Frontier Insurance Group, LLC)

517 B.R. 496
CourtUnited States Bankruptcy Court, S.D. New York
DecidedOctober 9, 2014
DocketCase No. 05-36877 (CGM); Adv. No. 14-09022 (CGM)
StatusPublished
Cited by9 cases

This text of 517 B.R. 496 (Lawski v. Frontier Insurance Group, LLC (In re Frontier Insurance Group, LLC)) 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
Lawski v. Frontier Insurance Group, LLC (In re Frontier Insurance Group, LLC), 517 B.R. 496 (N.Y. 2014).

Opinion

Chapter 11

MEMORANDUM DECISION DENYING MOTION TO DISMISS

CECELIA G. MORRIS, CHIEF UNITED STATES BANKRUPTCY JUDGE

As stated in the foregoing decision, the Court finds that it need not abstain from hearing this proceeding under any of the doctrines relied upon by the Liquidator.

Jurisdiction

This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1334(a), 28 U.S.C. § 157(a) and the Standing Order of Reference signed by Chief Judge Loretta A. Preska dated January 31, 2012. This is a “core proceeding” under 28 U.S.C. § 157(b)(2)(A) (matters concerning the administration of the estate).

Background1

This is a dispute over the ownership of two parcels of real property located in Sullivan County, New York, referred to by the parties as Parcels B and C. Together, Parcels B and C comprise approximately one-half (15.667 acres of a total 30.897 acres) of the Debtor’s former headquarters building and the surrounding real property, which is collectively known as the “Rock Hill Property.” Prior to the petition date, it appears that the Rock Hill Property was used both by the Debtor (Frontier Insurance Group, Inc. (“FIGI”)) and the Debtor’s wholly-owned insurance subsidiary (Frontier Insurance Company (“FIC”)) as their headquarters.

It is undisputed that legal title to the Rock Hill Property is currently held by the County of Sullivan Industrial Development Authority (the “Development Authority”) pursuant to a series of agreements entered into in the 1990s. It is also [500]*500undisputed that the Development Authority’s ownership of the Rock Hill Property expired on February 28, 2014. As to Parcel A, which comprises 15.23 acres of the headquarters compound and is the location of the actual headquarters building, it is undisputed that the reversionary interest belongs to FIC, the insurance subsidiary, which is currently in a state court liquidation in Albany under the New York State Insurance Law. The parties dispute who owns the reversionary interest in Parcels B and C, the remainder of the headquarters compound.

On the one hand, the Reorganized Debt- or (Frontier Insurance Group, LLC (“FIGL”)) contends that it holds the rever-sionary interest. According to FIGL, the Debtor donated the Rock Hill Property and its improvements to FIC in the 1990s, which were then conveyed to the Development Authority for a period of 20 years in exchange for certain tax benefits. According to FIGL, it was the Debtor — not the insurance subsidiary — that retained the re-versionary interest in Parcels B and C upon the expiration of the 20-year term. On the other hand, the Superintendent of the State of New York (the “Superintendent” or the “Liquidator”), in his capacity as the state court liquidator for the insurance subsidiary, asserts that FIC holds the reversionary interest in all three parcels.

The motion currently before this Court arises out of litigation between the Superintendent and the Reorganized Debtor over who owns the reversionary interest in Parcels B and C.

a. Parcel A of the Rock Hill Property

Beginning in 1991, the Development Authority agreed to assist FIC (the insurance subsidiary) with financing the acquisition and development of real estate in Sullivan County to use as a corporate headquarters. In 1991, FIC purchased Parcel A to use for construction of the headquarters. In February 1993, FIC conveyed Parcel A to the Development Authority. This conveyance was in furtherance of an installment sale agreement executed in December 1993 between FIC and the Development Authority whereby: (i) the Development Authority would issue bonds to be used to pay for the construction of the headquarters; (ii) FIC agreed to repurchase the property from the Development Authority by making the necessary bond payments; (iii) the Development Authority would hold title to the property as security for FIC’s obligation to make payments; and (iv) the Development Authority would re-convey the property to FIC once all the payments were made. Construction of the headquarters on Parcel A was completed in 1993. From that time on, the Debtor, the insurance subsidiary, and other related companies began using the site as their headquarters.

b. Parcels B and C of the Rock Hill Property

Pursuant to the installment sale contract, FIC agreed to convey to the Development Authority the ownership of Parcel A together with “such additional real estate as [FIC] and [the Development Authority] shall mutually agree is necessary in connection with the project.” In 1993, the Debtor (not the subsidiary insurance company) purchased the 15.667 acres of land adjacent to Parcel A (what would later become Parcels B and C). In February 1994, the Debtor transferred 2.7 acres of the new land (what is now called Parcel B) to the Development Authority. The deed effectuating the transfer shows that the land was transferred from the Debtor directly to the Development Authority (ie., it does not appear to ever have been directly owned by the insurance subsidiary).

[501]*501On February 26, 1997, the Debtor transferred the remaining 12.967-acre tract (what is now called Parcel C) to the subsidiary insurance company. The same day, the insurance subsidiary conveyed Parcel C to the Development Authority. Accordingly, at that time, the Development Authority had legal title to all three parcels. The Debtor, the insurance subsidiary, and the Development Authority then entered into an amended and restated “Payment In Lieu Of Taxes” agreement (the “1997 PILOT Agreement”), which provided certain tax benefits to the Debtor and the insurance subsidiary. By its terms, the 1997 PILOT Agreement applied to all three of the parcels that comprised the Rock Hill Property, which were all then merged into a single tax lot.

Pursuant to the 1997 PILOT Agreement, the Development Authority and FIC agreed that the Development Authority would take title to all three parcels subject to its obligation to reconvey them at the conclusion of the installment sale agreement. On the same day the parties entered into the 1997 PILOT Agreement, they all also entered into a first supplement to the installment sale agreement, which confirmed that all three parcels were to be conveyed at the conclusion of the installment payments.

c.The Pole Barn and Nana’s House

By 1999, construction had begun on a 2,400 square foot maintenance shed (the “Pole Barn”) and a 9,300 square foot day care facility (“Nana’s House”), both of which were located on Parcel C of the Rock Hill Property. On August 1, 1999, the Debtor, the insurance subsidiary, and the Development Authority entered into a second amended and restated PILOT agreement (the “1999 PILOT Agreement”) whereby the Development Authority agreed to take ownership of the Pole Barn and Nana’s House, subject to its obligation to re-convey them along with the rest of the Rock Hill Property.

A month later, on September 1, 1999, the Debtor, the insurance subsidiary, and the Development Authority entered into a second supplement to the installment sale agreement.

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Bluebook (online)
517 B.R. 496, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lawski-v-frontier-insurance-group-llc-in-re-frontier-insurance-group-nysb-2014.