Lawsky v. Frontier Ins. Grp., LLC (In re Frontier Ins. Grp., Inc.)

598 B.R. 87
CourtDistrict Court, S.D. Illinois
DecidedMarch 18, 2019
Docket18-CV-3211 (CS)
StatusPublished
Cited by8 cases

This text of 598 B.R. 87 (Lawsky v. Frontier Ins. Grp., LLC (In re Frontier Ins. Grp., Inc.)) is published on Counsel Stack Legal Research, covering District Court, S.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Lawsky v. Frontier Ins. Grp., LLC (In re Frontier Ins. Grp., Inc.), 598 B.R. 87 (S.D. Ill. 2019).

Opinion

CATHY SEIBEL, U.S.D.J.

Before the Court is the appeal of Plaintiff-Appellant Benjamin Lawsky, Superintendent of Financial Services of the State of New York1 in his capacity as Liquidator (the "Liquidator") of Frontier Insurance Company ("FIC"), from the bankruptcy court's February 15, 2018 Memorandum of Decision After Trial, (Bankr. Doc. 66 ("Trial Dec."),)2 and March 12, 2018 Partial *91Judgment, (Bankr. Doc. 72), ruling that Defendant-Appellee Frontier Insurance Group, LLC ("FIGL") holds title to, and all reversionary interests in, land and improvements thereon in Sullivan County, New York, that the parties have labeled in this litigation "Parcels B and C." For the following reasons, the bankruptcy court's orders are AFFIRMED.

I. BACKGROUND

A. Facts

1. Parties

In 2001, the Supreme Court of the State of New York placed FIC in a temporary rehabilitation proceeding under the New York Insurance Law, and subsequently entered a final rehabilitation order. (Bankr. Doc. 74-23.) The rehabilitation order vested the Superintendent of Insurance (the "Rehabilitator") with ownership and possession of FIC's property. (Bankr. Doc. 55 ¶ 46.) The Superintendent of Insurance is the statutory predecessor of the Superintendent of Financial Services, meaning the Rehabilitator is Plaintiff-Appellant's predecessor. (Id. ¶ 45.)

Frontier Insurance Group, Inc. ("FIGI") was the corporate parent of FIC, and on July 5, 2005, FIGI filed a voluntary petition in the U.S. Bankruptcy Court for the Southern District of New York for relief under chapter 11 of title 11 of the United States Code. In re Frontier Ins. Grp., Inc. , No. 05-36877 (Bankr. S.D.N.Y.), Doc. 1. Under FIGI's chapter 11 plan, FIGL became FIGI's successor. (See Bankr. Doc. 52-4 (the "Plan").)

2. Parcels A, B, and C

In 1991, FIC purchased a 15.23-acre site in Sullivan County, (Bankr. Doc. 74-1), which is now considered Parcel A. In 1993, FIGI purchased an adjacent 15.667-acre site, (See Bankr. Doc. 74-2), 2.7 acres of which are now considered Parcel B and 12.967 acres of which are now considered Parcel C. At the outset and through FIGI's bankruptcy proceedings, the properties were not referred to as Parcels A, B, and C, (together, the "Rock Hill property"); those designations were not used until the events giving rise to the instant dispute occurred. (See Bankr. Doc. 60 at 99:2-6, 137:4-19; see also Trial Dec. at 2.)

Prior to FIGI's bankruptcy proceedings, FIC and FIGI shared a building as their headquarters on Parcel A, with an address of 195 Lake Louise Marie Road, Rock Hill, New York (the "Headquarters"). (See Bankr. Doc. 52-1; Trial Dec. at 2.) There were two additional structures on the Rock Hill property: a daycare center referred to as "Nana's House" and a tool shed referred to as the "pole barn," both on Parcel C. (See Bankr. Doc. 52-2.) Nana's House's address was 16 Frontier Drive, Rock Hill, New York, and the pole barn's address was 195 Lake Louise Marie Road, the same as the Headquarters. (Id. ) Other portions of Parcel C as well as Parcel B were used for parking. (See Doc. 7 ("Mem.") at 7 (aerial photo of the Rock Hill property.)

In connection with development of the Rock Hill property, FIGI, FIC, and the County of Sullivan Industrial Development Authority ("CSIDA") entered into a Payment in Lieu of Taxes ("PILOT") agreement, which provided tax relief to FIGI and FIC subject to periodic payments for a twenty-year period commencing on February 28, 1994. (Bankr. Doc. 74-12 at 2.) As collateral under the PILOT agreement, FIC transferred Parcel A to CSIDA in 1993, FIGI transferred Parcel B to CSIDA in 1994, and, in 1997, FIGI deeded Parcel C to FIC, which that same day deeded Parcel C to CSIDA. (Bankr. Docs. 74-5, *9274-7, 74-8, 74-9.) At the end of the twenty-year payment period, CSIDA would transfer the deeds back to the "Company," which under the PILOT agreement was defined as FIC. (Bankr. Doc. 74-5 at 24.) In 1997 and 1999, the parties expanded the PILOT agreement to include improvements FIGI and FIC were making to the Rock Hill property, which ultimately included the additions of Nana's House and the pole barn. (See Bankr. Doc. 74-12 at 2-3.) The two supplemental PILOT agreements also provided that, upon completion of the payments, CSIDA would convey title to the Parcels back to the "Company," which is defined in both agreements as FIC. (Bankr. Doc. 74-11 at 15; Bankr. Doc. 74-13 at 12-13.)

3. FIGI's Bankruptcy

In 2003, the Insurance Management Group, Inc. ("IMG") bought the debt secured by a first lien on substantially all of FIGI's assets. (Bankr. Doc. 48 ¶¶ 3-4.) FIGI then commenced its chapter 11 case with the goal of enabling IMG to obtain FIGI's interest in FIC, along with FIGI's other property. (Id. ¶ 4.) In connection with its chapter 11 petition, pursuant to 11 U.S.C. § 521, FIGI filed a Schedule A listing all of the real property in which it had any legal, equitable, or future interest. (Bankr. Doc. 52-1.) FIGI listed Nana's House, the Headquarters, and the pole barn - by name and address - as property in which it was a successor in interest to CSIDA, and listed that it was the "100% owner" of a property at an address in Monticello, New York. (Id. ) On August 16, 2005, FIGI filed an Amended Schedule A, which omitted reference to the Headquarters but was otherwise the same as the first Schedule A. (Bankr. Doc. 52-2; In re Frontier Ins. Grp., Inc. , No. 05-36877, Doc. 56.) FIGI did not specify any interest in the land on which any of the structures sat. Suzanne Loughlin, FIGI's Executive Vice President in 2005, (Doc. 49 ¶ 1), testified that she did not distinguish between the structures and the land on which they sat because the reference to the structure implied a claim over the property underneath it, (see Bankr. Doc. 60 at 108:25-109:10).3 Loughlin further testified that she provided no description for the land on which the Monticello property sat, but that land was sold and the proceeds transferred into a litigation trust. (See id. at 109:3-6)

On August 29, 2005, Neal Conolly, the administrator of FIC designated by the Rehabilitator, filed a $ 43,230,580 proof of claim against FIGI, but it made no claim to Nana's House, the pole barn, the neighboring parking lots, any real estate, or any rights concerning real estate. (See Bankr. Doc. 52-12 at 92:22-93:4; Bankr. Doc. 52-7.) FIC and FIGI then entered into negotiations to "resolve everything that was outstanding." (Bankr. Doc. 52-11 at 50:24-51:4.) During the negotiations, it was Conolly's and FIC's understanding that FIGI owned Nana's house, the pole barn, and the adjacent parking lots, which together make up Parcels B and C. (Id.

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598 B.R. 87, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lawsky-v-frontier-ins-grp-llc-in-re-frontier-ins-grp-inc-ilsd-2019.