Northbrook Loans, LLC v. BlackAMG

555 B.R. 680, 2015 U.S. Dist. LEXIS 155053, 2015 WL 12516296
CourtDistrict Court, N.D. Illinois
DecidedNovember 13, 2015
DocketCase 15 C 5222
StatusPublished
Cited by2 cases

This text of 555 B.R. 680 (Northbrook Loans, LLC v. BlackAMG) is published on Counsel Stack Legal Research, covering District Court, N.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Northbrook Loans, LLC v. BlackAMG, 555 B.R. 680, 2015 U.S. Dist. LEXIS 155053, 2015 WL 12516296 (N.D. Ill. 2015).

Opinion

MEMORANDUM OPINION AND ORDER

Elaine E. Bucklo, United States District Judge

In this bankruptcy appeal, Creditor-Appellant Northbrook Loans asks me to reverse the bankruptcy court’s order dismissing Debtor-Appellee BlackAMG’s Chapter 11 petition pursuant to 11 U.S.C. § 1112(b). Northbrook argues that the bankruptcy court failed to consider the best interests of creditors in determining that dismissing the case, rather than converting it to a Chapter 7 case, was appropriate. For the following reasons, I affirm the bankruptcy court’s decision.

I.

The factual landscape leading up to BlackAMG’s voluntary bankruptcy petition is complex, but most of it need not be described in detail.1 In short, Northbrook holds a mortgage on property located at 3339-3341 N. Halsted Street in Chicago, Illinois, on which BlackAMG owes approximately $2.6 million. The property is also encumbered by several additional claims.

In March of 2011, Northbrook filed a complaint in the Circuit Court of Cook County to foreclose the Halsted Street property. Northbrook obtained a judgment of foreclosure in November of 2012, but it has not attempted to effectuate the court-ordered sale of the property. Meanwhile, while the foreclosure action was pending, Northbrook agreed to resell the property to a third party, Wells Street Companies, at a predetermined price, provided North-brook obtained title to the property after a judicial sale.2 A receiver was appointed in June of 2011 and remains in possession of the property to this day.

Nearly two years after the judgment of foreclosure was entered, and with no judi[682]*682cial sale in sight, BlackAMG filed its Chapter 11 petition on September 8, 2014. Previously, BlackAMG had entered into an agreement to sell the Halsted Street property, subject to all encumbrances except Northbrook’s mortgage, to OUT Chicago, LLC, which was also interested in an adjacent, previously foreclosed property also owned by Northbrook. BlackAMG filed its bankruptcy petition on the understanding that OUT Chicago would fund its restructuring plan, provided that OUT Chicago could reach an acceptable agreement for the purchase of the adjacent property from Northbrook. But after negotiations between OUT Chicago and Northbrook for the purchase of the adjacent property fizzled, OUT Chicago was unwilling to fund BlackAMG’s restructuring plan and opted instead to acquire the rights of Black-AMG’s other creditors. In this context, BlackAMG determined that reorganization in bankruptcy was no longer a viable solution and moved to dismiss its petition.

All interested parties were invited to file written submissions in support or opposition to BlackAMG’s motion. OUT Chicago, Halsted Investment Partners, LLC,3 and Rob Brumbaugh supported the motion to dismiss. Only Northbrook opposed it. The bankruptcy court held a hearing on the motion at which each of these parties, as well as the United States Trustee, was present through counsel. At the end of the hearing, the court granted BlackAMG’s motion to dismiss.

II.

There is no question that under 11 U.S.C. § 1112(b), a bankruptcy court “has broad discretion to dismiss or convert a Chapter 11 case for cause, and its decision is reviewed for an abuse of discretion.” Han v. Linstrom, No. 02 CV 218, 2002 WL 81049846, at *4 (N.D.Ill. Sept. 12, 2002) (Guzman, J.). The court’s analysis proceeds in two steps: first, it must determine whether “cause” exists for either dismissal or conversion. Id. Next, it decides “which option is in the best interest of creditors and the estate.” In re Superior Siding & Window, Inc., 14 F.3d 240, 242 (4th Cir.1994) (citation and internal quotation marks omitted). In the second step, the court must compare “the creditors’ interests in bankruptcy with those they would have under state law,” and must “consider the interest of all creditors.” Id. at 243 (original emphasis).

It bears noting, at the outset, that with the exception of Northbrook, every party to have weighed in on the issue supported BlackAMG’s motion to dismiss. Northbrook insists that the bankruptcy court’s analysis was flawed because it ignored the creditors’ interests and focused instead on Northbrook’s conduct during the proceedings. But that portrayal of the bankruptcy court’s decision is inaccurate. The bankruptcy judge reviewed each of the multiple submissions filed in support of BlackAMG’s motion, including one by Rob Brumbaugh, one of the creditors that Northbrook claims is better protected in bankruptcy than under state law. The judge also reviewed Northbrook’s opposition, and she noted how “unusual” Northbrook’s position was, given that Northbrook itself had already sought and obtained a judgment of foreclosure in state court. Tr. at 2-3, 16 (DN 11-1). Indeed, Northbrook does not dispute that its own interests are secure in either forum.

[683]*683In view of Northbrook’s highly unusual position, the bankruptcy court was well within its discretion to consider the facts surrounding BlackAMG’s Chapter 11 petition. At the hearing, BlackAMG referred to the negotiations among BlackAMG, OUT Chicago, Northbrook, and others that led up to BlackAMG’s bankruptcy filing, and explained, “the whole point of filing this Chapter 11 case was to create a vehicle where creditors could get the greatest value for the property. When the creditors got together and decided that they were no longer willing to use this vehicle to achieve that result, it became clear to us that dismissal was in the best interest of creditors.” Id. at 6. BlackAMG and others expressed the view that BlackAMG’s main asset — the Halsted property — would be sold in either event, and that a bankruptcy sale was unlikely, to yield more than a sheriffs sale in foreclosure. In fact, the property would arguably fetch a higher price in foreclosure. Tr. at 7-9; see also Debtor’s Mot. to Dismiss, 14-32758 DN 48 at ¶22.

OUT Chicago and Halsted Investment Partners further argued that Northbrook wanted the sale to occur in bankruptcy rather than in foreclosure for reasons that have nothing to do with the property’s potential sale price or a comparison of creditors’ likely recovery in each scenario, but instead with the fact that Northbrook hopes to avoid its obligation pursuant to its agreement with Wells Street to resell the property at a certain price.4 While North-brook disputed the characterization of its conduct as “an abuse of process,” it did not dispute the facts supporting these entities’ argument. See Tr. at 14. Instead, North-brook simply reiterated that proceeding in bankruptcy was in the best interest of creditors and asserted that it was “more economical” to remain in bankruptcy than to return to state court. Id. at 15.

The bankruptcy court expressed skepticism as to the economy of conversion, noting that appointing a Chapter 7 trustee imposes additional costs, which the court found unwarranted under the circumstances. The court further explained to Northbrook’s counsel, “I don’t really see the need for bankruptcy court intervention here. If the property is worth more than your lien, there will be money left to pay the other creditors. You don’t need bankruptcy for that....

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Cite This Page — Counsel Stack

Bluebook (online)
555 B.R. 680, 2015 U.S. Dist. LEXIS 155053, 2015 WL 12516296, Counsel Stack Legal Research, https://law.counselstack.com/opinion/northbrook-loans-llc-v-blackamg-ilnd-2015.