Madsen v. Micah Chad Easterling (In re Micah Chad Easterling)

597 B.R. 144
CourtUnited States Bankruptcy Court, N.D. Alabama
DecidedFebruary 8, 2019
DocketCASE NO. 18-80055-CRJ-7; AP NO. 18-80041-CRJ-7
StatusPublished

This text of 597 B.R. 144 (Madsen v. Micah Chad Easterling (In re Micah Chad Easterling)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, N.D. Alabama primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Madsen v. Micah Chad Easterling (In re Micah Chad Easterling), 597 B.R. 144 (Ala. 2019).

Opinion

Clifton R. Jessup, Jr., United States Bankruptcy Judge

This Adversary Proceeding came before the Court on November 14, 2018 for trial upon the Amended Complaint for Determination of Dischargeability and Objection to Discharge filed by Gil and Patricia Madsen (collectively, the "Plaintiffs") against Micah and Alexanderia Easterling (collectively, the "Defendants"). The issues before the Court arise out of the sale of a Nestle Toll House Café franchise by the Plaintiffs, as the owners of P & G Foods, LLC, to the Defendants, as the owners of Artistic Discovery, LLC. The Plaintiffs seek to have their claim against the Defendants for the unpaid balance due under the terms of a Promissory Note, executed by the Defendants when they purchased the franchise, excepted from discharge pursuant to 11 U.S.C. § 523(a)(2)(A). In the alternative, the Plaintiffs seek to have the Defendants' Chapter 7 discharge denied pursuant to 11 U.S.C. §§ 727(a)(2), 727(a)(3) and 727(a)(5).

On November 15, 2018, the Court entered an Order Requiring Post-Trial Briefs, directing the parties to address specifically how the testimony and evidence presented during the trial relates to each element of the Plaintiffs' claims. On January 14, 2019, the parties timely submitted their respective Post-Trial Briefs, after which the Court took the matter under advisement. The Court has now considered the testimony and evidence presented at trial, the arguments of counsel, the Post-Trial Briefs, and the applicable law, and makes the following findings of fact and conclusions of law pursuant to *148Rule 7052 of the Federal Rules of Bankruptcy Procedure.1

I. FINDINGS OF FACT

1. On April 24, 2008, the Plaintiffs formed an Alabama limited liability company known as P & G Foods, LLC (hereinafter "P & G Foods") to operate a franchised cookie shop in Athens, Alabama known as Nestle Toll House Café by Chip (hereinafter the "Café").
2. The Plaintiffs invested $ 200,000 in the Café, paying $ 30,000 for the franchise and $ 170,000 for equipment and the build-out of the leased premises. The Plaintiffs opened the business in July of 2008, with Patricia Madsen (hereinafter "Madsen") running the daily operations of the Café. Madsen testified that the franchisor, Crest Foods, Inc., required the Café to bake items fresh daily, using both approved products and the franchisor's point-of-sale system.
3. Prior to opening the Café, the Plaintiffs operated an Auntie Anne's franchise in Tuscaloosa, Alabama from 2007 through 2009 under an Alabama limited liability company known as Madsen, LLC. Madsen operated both franchises for a short time period, before closing the Tuscaloosa store in early 2009.
4. On March 13, 2009, the Plaintiffs filed an individual Chapter 7 petition in the United States Bankruptcy Court for the Northern District of Alabama, Northern Division, Case No. 09-81029. The Plaintiffs valued their ownership interests in both Madsen, LLC and P & G Foods at $ 1.00 each, despite having invested $ 200,000 in the Café just months prior to filing their Chapter 7 petition.
5. While Madsen admitted that the Café was not profitable the first four years that she operated the business, she testified that the Café finally became profitable in 2012 before the Plaintiffs sold the business. On cross-examination, Madsen admitted, however, that tax liens were filed against the Café during 2012. On July 23, 2012, the Department of Treasury, Internal Revenue Service recorded a Notice of Federal Tax Lien in the Judge of Probate, Limestone County, Alabama for $ 7,044.92 against P & G Foods.2 On October 17, 2012, the State of Alabama Department of Revenue also issued a Certificate of Lien for Taxes for the Quarter ending March 31, 2012 against P & G Foods for $ 597.37 and a Certificate of Lien for Taxes for the Quarter ending June 30, 2012 against the LLC for $ 512.47.3 After depreciation, P & G Foods 2013 Federal Tax Return also reflects a continuing loss of $ 23,675.4
6. Madsen testified that she decided to sell the Café because Gil Madsen's employer transferred him to Kentucky where the Plaintiffs continue to reside.
*1497. Alexanderia Easterling (hereinafter "Easterling") graduated from Athens State College in 2012 where she met Madsen while taking art classes. Easterling began working at the Café a few months before Madsen listed the business for sale.
8. While working at the Café, Easterling also began offering art classes to students at agreeable locations, which Easterling referred to as a traveling art studio. On May 9, 2013, the Defendants formed an Alabama limited liability company known as Artistic Discovery, LLC (hereinafter "Artistic Discovery") to operate the traveling art studio.5
9. Upon learning that the Café was for sale, Easterling approached Madsen about purchasing the business. Other than briefly operating the traveling art studio, the Defendants were not experienced business owners. The only due diligence they performed before purchasing the Café was to review records maintained by Madsen on QuickBooks and to seek advice from a family member whom the Defendants described as financially stable. The Defendants failed to obtain copies of P & G Foods' tax returns, to check for tax liens, or to inquire regarding prior bankruptcies.
10. After the Defendants expressed interest in purchasing the Café, Madsen contacted the franchisor to determine whether P & G Foods could assign its Franchise Agreement to the Defendants. Prior to purchasing the Café, the Defendants met with the franchisor and Easterling traveled to Texas to obtain training from the franchisor. Easterling testified that the franchisor taught her how to bake cookies, but failed to teach her anything about operating the business.
11. On August 8, 2013, the Defendants amended the Articles of Organization for Artistic Discovery, expanding the LLC's business purpose to provide services as deemed necessary for the operation of a Nestle Toll House Café, in addition to continuing to offer art classes and any other lawful purpose.6 On August 8, 2013, the parties entered into a Purchase of Business Agreement (hereinafter the "Purchase Agreement"), pursuant to which the Defendants purchased all assets of P & G Foods in relation to its operation of the Café, including the equipment, inventory, books, and goodwill for a purchase price of $ 114,000, payable at $ 500 per month for the first year.7
12.

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Bluebook (online)
597 B.R. 144, Counsel Stack Legal Research, https://law.counselstack.com/opinion/madsen-v-micah-chad-easterling-in-re-micah-chad-easterling-alnb-2019.