Old Canal Financial Corp. v. Sarsenstone Corp.

550 B.R. 519, 2016 U.S. Dist. LEXIS 46123
CourtDistrict Court, C.D. California
DecidedApril 5, 2016
DocketCASE NOS. SACV-15-1368-MWF; SACV-15-1475-MWF
StatusPublished
Cited by2 cases

This text of 550 B.R. 519 (Old Canal Financial Corp. v. Sarsenstone Corp.) is published on Counsel Stack Legal Research, covering District Court, C.D. California primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Old Canal Financial Corp. v. Sarsenstone Corp., 550 B.R. 519, 2016 U.S. Dist. LEXIS 46123 (C.D. Cal. 2016).

Opinion

OPINION AFFIRMING THE BANKRUPTCY COURT’S 2015 ORDER

MICHAEL W. FITZGERALD, United States District Judge

Before the Court is a consolidated bankruptcy appeal from the United States Bankruptcy Court (the Honorable Theodor C. Albert, United States Bankruptcy Judge) (the “Bankruptcy Court”). Appellants Michael W. Griffith, Foreclosure Consultants, Inc., and Thomas W. Hood appeal from the Bankruptcy Court’s Order Clarifying and Providing Instruction with Respect to the Order Dated November 5, 2009, issued on August 6, 2015 (the “2015 Order”). (Excerpts of Record (“ER”) 001991-2001). Appellee Sarsenstone Corporation (“Sarsenstone”), which is also referenced as Respondent, was the Chapter 7 Trustee’s Liquidation Agent in the bankruptcy proceedings.

' Appellants Griffith and FCI filed their Appellants’ Opening Brief on November 7, 2015. (Docket No. 20). Appellee Sarsen-stone filed its Appellee’s Reply Brief on December 12, 2015 (Docket No. 22), to which Appellants filed their Appellants’ Reply Brief on January 12, 2016 (Docket No. 23). Appellant Hood filed a Joinder in both Griffith and FCI’s Opening and Reply Briefs. (Docket Nos. 18,24).

The Court has reviewed the papers filed on this appeal and held a hearing on March 28, 2016.

For the reasons stated below, the Court AFFIRMS the 2015 Order. The Bankruptcy Court did not exceed its authority or err in its interpretation that, under the Settlement Agreement, Sarsenstone had standing to pursue claims against Appellants as both the Master Pool Trustee and the Liquidating Agent — Caplin and Williams are distinguishable. Sarsen-stone’s failure to obtain the $1 million bond did not affect its status as the Master Pool Trustee because, under California law, the bond was not a condition precedent. Finally, the Bankruptcy Court did not err in concluding that its previous order from 2009 incorporated the Settlement Agreement.

I. BACKGROUND

Between 2002 and 2007, Old Canal Financial Corporation (“OCF”) was in the business of acquiring and forming into loan pools defaulted consumer loans (“Loan Pools”). (ER at 1996). OCF raised funds from third-party investors to acquire the Loan Pools, organized the Loan Pools as investment trusts that would hold title to [522]*522the consumer loans, and designated OCF itself to serve as the trustee to these investment trusts. (Id. at 821, 847, 871).

In April 2007, a group of OCF creditors filed an involuntary Chapter 7 Petition against OCF. (Id. at 821). In September 2007, the Bankruptcy Court granted the requested relief and appointed a Chapter 7 Trustee. (Id.).

In May 2008, certain investors in the Loan Pools elected Sarsenstone and John Balias as successor trustees. (Id. at 6). Mr. Balias subsequently resigned his trusteeship in favor of Sarsenstone, and the Bankruptcy Court ratified these changes. (Id.). Around that time, other investors also elected Sarsenstone to serve as their “Alternative or Reserve Trustee” in case the Chapter 7 Trustee resigned or became disqualified. (Id. at 7).

Of the 69 Loan Pools that OCF had previously acquired, as of 2009, Sarsen-stone was the trustee of 51 Loan Pools and the Chapter 7 Trustee was the trustee of 7 Loan Pools. (Id. at 887-88). The 11 remaining Loan Pools had been previously transferred in 2004 by OCF to its loan servicing company, FCI Lender Services, Inc. (Id.; id. at 1051-52). As discussed in detail below, the legal effect of these transfers is the subject of pending litigation between the parties in state court. (Id. at 1051-52).

In 2009, a dispute arose between the Chapter 7 Trustee (representing OCF’s creditors) and Sarsenstone (representing the interests of the Loan Pool investors) as to whether the assets in the Loan Pools, including any claims and causes of action, belonged to OCF’s Bankruptcy Estate or the investment trusts whose funds were used to acquire the Loan Pools. (Id. at 822). Apparently OCF never transferred title in the Loan Pools to the investment trusts as the investors were led to believe; “bare legal title” in the Loan Pools therefore remained with OCF. (Id.). Ultimately, the Chapter 7 Trustee and Sarsenstone recognized that “litigation between [the two entities] would strain the limited resources of both [ ] and ... risk that genuine wrongdoers would successfully retain their ill-gotten benefits.” (Id. at 19). Therefore, the Chapter 7 Trustee and Sarsen-stone entered into a Settlement Agreement to resolve their dispute. (Id.).

The Settlement Agreement, executed on May 21, 2009, provided as follows:

• The Chapter 7 Trustee shall resign as trustee of the 7 Loan Pools of which the Chapter 7 Trustee was the trustee; Sarsenstone shall become the new trustee of those Loan Pools. (Id. at 20 ¶ 2).
• All assets of the Loan Pools, including causes of action, shall be consolidated for liquidation purposes into a single “Master Loan Pool” of which Sarsen-stone will be the “Master Pool Trustee.” On or before September 30, 2009, Sarsenstone shall obtain a fidelity bond of at least $1 million for the benefit of the Chapter 7 Trustee and the beneficiaries of the Master Loan Pool in the event of any misapplication of the Master Loan Pool asserts or other breaches of fiduciary duty by Sarsenstone. As the Master Pool Trustee, Sarsenstone shall have all the powers and rights granted in the Loan Pool trust instruments. (Id. ¶ 3).
• Sarsenstone shall also serve as the “Liquidation Agent” for the Chapter 7 Trustee. (Id.). Specifically, the Chapter 7 Trustee shall convey and assign for purposes of collection all of her right, title, and interest to any and all of the property of the estate. (Id. ¶ 6). In carrying out Sarsen-stone’s responsibilities as the Liquidation Agent, Sarsenstone shall have all the powers and rights to:
[523]*523• Collect and reduce to cash any and ■ all debts, instruments, claims, ' causes of action, or other items of value held by the Master Loan Pool;
•' Institute litigation (including litigation that would be deemed derivative of litigation and claims assigned to Sarsenstone by the Chapter 7 Trustee) against third parties to maximize the proceeds of liquidation;
• Settle and compromise any and all claims against third parties alleged to have acquired control over or rights in property rightfully belong- ■ ing to the Master Loan Pool or the Chapter 7 Trustee; and
• Apply to the Bankruptcy Court for instruction regarding the purpose, effect, and/or construction of the Settlement Agreement or the scope of the Master Pool Trustee’s powers and/or standing to prosecute litigation. (Id. ¶ 3(a)-(g)).
• “The Bankruptcy Court shall retain jurisdiction to adjudicate all controversies regarding [the Settlement] Agreement ... [and] any issues raised by any party to [the Settlement] Agreement in order to ensure that the purpose and intent of [the Settlement] Agreement is properly consummated.” (Id. 1116).

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Cite This Page — Counsel Stack

Bluebook (online)
550 B.R. 519, 2016 U.S. Dist. LEXIS 46123, Counsel Stack Legal Research, https://law.counselstack.com/opinion/old-canal-financial-corp-v-sarsenstone-corp-cacd-2016.