Paloian v. Geneva Seal, Inc. (In re Canopy Financial, Inc.)

477 B.R. 696
District Court, N.D. Illinois·Decided August 28, 2012·No. Nos. 12 C 145, 12 C 147·Published·Cited by 3 cases

Opinion

MEMORANDUM OPINION AND ORDER

MATTHEW F. KENNELLY, District Judge.

Gus Paloian, as the Chapter 7 Trustee for Canopy Financial, Inc., sued Geneva Seal, Inc., and Lester Lampert, Inc. in separate adversary proceedings in bankruptcy court to recover fraudulent trans[700]*700fers received by the defendants from Canopy. In February 2012, the Court granted defendants’ motions to withdraw the reference to the bankruptcy court. Both Paloi-an and the defendants have moved for summary .judgment on all of Paloian’s claims. For the reasons stated below, the Court grants Paloian’s motions and denies defendants’ motions.

Background

Canopy, a Delaware corporation headquartered in Chicago, developed software used by financial institutions and in the healthcare industry. Canopy developed software that allowed employers and employees to deposit money into health savings accounts and pay medical expenses out of them. Vikram Kashyap, Jeremy Blackburn, and Anthony Bañas founded Canopy in 2004. Until 2009, Kashyap acted as CEO and chairman of the board of directors, Blackburn acted as chief operating officer and president, and Bañas acted as chief technology officer. All three were also members of Canopy’s board of directors, which also had two outside directors.

Beginning in 2007, Blackburn and Bañas began taking money out of Canopy and purchasing personal items. Among other things, they bought more than thirty sports cars and luxury vehicles and leased two jets, four houses in Malibu, California, and five condominiums in Chicago. All of these purchases were concealed from Kashyap and the other members of the board and were not for business purposes. To finance these purchases, Blackburn and Bañas took money not just from Canopy’s accounts but also from custodial accounts that Canopy maintained on behalf of its clients who had established health savings accounts. In total, they took more than $18 million from the savings accounts.

Canopy was insolvent as early as July 31, 2007, but the actions of Blackburn and Bañas made its financial condition worse. The two created false financial statements and operating reports to conceal the purchases they were making and hide the fact that they were taking money from Canopy as well as the health savings accounts. They also hoped to attract additional investment. Through these misrepresentations, Blackburn and Bañas were able to convince investors to give Canopy almost $75 million in 2009.

Two of the purchases made by Blackburn and Bañas are the subject of these cases. In June 2009, Bañas purchased an $80,000 engagement ring and a $20,000 watch from Lampert. The ring was for Banas’s girlfriend, and it is unclear if the watch was for Banas’s own use or a gift for someone else. The invoice for the purchases lists only Banas’s name, and Lam-pert was to deliver the jewelry to an address in Los Vegas that Bañas provided. The jewelry was paid for with two wire transfers, in the amounts of $55,000 and $45,000, from a Canopy account. The statement documenting the transfers noted that Canopy was the sender. Canopy never authorized or ratified the wire transfers. Individuals at Lampert knew that Bañas worked at Canopy, but they did not inquire regarding why Canopy paid for the jewelry. In his deposition, however, David Lampert, a part-owner of Lampert, stated that in his experience people sometimes use expensive jewelry to create an successful image and help them in business. PI. Lampert Reply at 78.

In August 2009, Blackburn purchased six watches, the most expensive of which was $52,000, and thirty-one watchbands, the most expensive of which was $20,000, from Geneva Seal. His total bill, as represented on two invoices, was $232,175. The invoices showed Blackburn as the only purchaser and requested that Geneva Seal ship the watches and bands to Blackburn’s residence in Malibu. Blackburn did not [701]*701personally pay for his purchases; instead, he arranged a wire transfer from a Canopy account. Geneva Seal received the wire transfer, and the statement documenting the transfer stated that the sender was Canopy Financial, not Blackburn. Canopy had not authorized the transfer, nor did it subsequently ratify the transfer. When Alexander Kats, the vice president and half owner of Geneva Seal was asked if he had contacted Canopy to confirm that Blackburn had authority to make the wire transfer, he responded “I don’t recall.” Geneva Seal Ex. 1 at 87. Kats also testified that Blackburn said he was the founder of a shoe company, and he could not recall Blackburn ever mentioning Canopy to him. Id. at 40.

Canopy filed for bankruptcy under chapter 11 on November 25, 2009. The case was converted to a chapter 7 liquidation, and the bankruptcy court appointed Paloian as trustee. Paloian began adversary proceedings against Blackburn and Bañas and obtained judgments against both for more than $93 million. Federal prosecutors charged Blackburn and Bañas with wire fraud, and each pleaded guilty. Blackburn received a sentence of 180 months and was ordered to pay restitution of more than $93 million. He committed suicide before being incarcerated. Bañas received a sentence of 160 months and was ordered to pay restitution of more than $19 million.

Discussion

On a motion for summary judgment, the Court “view[s] the record in the light most favorable to the non-moving party and draw[s] all reasonable inferences in that party’s favor.” Trinity Homes LLC v. Ohio Cas. Ins. Co., 629 F.3d 653, 656 (7th Cir.2010). Summary judgment is appropriate “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). In other words, a court may grant summary judgment “[wjhere the record taken as a whole could not lead a rational trier of fact to find for the nonmoving party.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986).

Paloian asserts three claims against each defendant, contending that the payments made by Canopy to Geneva Seal and Lampert are constructively fraudulent transfers under federal bankruptcy law and two sections of the Illinois Uniform Fraudulent Transfer Act (UFTA). See 11 U.S.C. § 548(a)(1)(B); 740 ILCS 160/5(a)(2) & 160/6(a). In all three claims, Paloian asserts that by action of Blackburn and Bañas, Canopy transferred funds to defendants at a time when it was insolvent and did not receive reasonably equivalent value in return. Paloian also argues that Geneva Seal and Lampert are the initial transferees of the Canopy funds, so that the trustee may recover the funds from them. See 11 U.S.C. § 550(a)(1); 740 ILCS 160/9(b)(l).

Geneva Seal disputes whether it gave reasonably equivalent value in return for the funds it received from Canopy.

Free access — add to your briefcase to read the full text and ask questions with AI

Paloian v. Geneva Seal, Inc. (In re Canopy Financial, Inc.), 477 B.R. 696 (N.D. Ill. 2012).

477 B.R. 696 (Paloian v. Geneva Seal, Inc. (In re Canopy Financial, Inc.)) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Related

Untitled Case
S.D. Illinois, 2026
Gierum v. Glick (In re Glick)
568 B.R. 634 (N.D. Illinois, 2017)
Chatz v. Stepaniants (In re Fatoorehci)
546 B.R. 786 (N.D. Illinois, 2016)