Patrick Daly, Elizabeth Daly, All Paving and Sealcoating, LLC, and Patrick Daly and Elizabeth Daly as the Majority Shareholders of All Paving, Inc. v. Daren C. Daly

District Court, S.D. Florida·Decided June 10, 2026·No. 0:23-cv-62227·Unknown

Opinion

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA

Case No. 23-62227-CIV-DAMIAN

PATRICK DALY, ELIZABETH DALY, ALL PAVING AND SEALCOATING, LLC, and PATRICK DALY and ELIZABETH DALY AS THE MAJORITY SHAREHOLDERS OF ALL PAVING, INC.,

Appellants, v.

DAREN C. DALY,

Appellee. _______________________________/

ORDER DENYING MOTION FOR REHEARING OF ORDER DISMISSING APPEAL [ECF NO. 45]

THIS CAUSE is before the Court on Appellants, Patrick Daly, Elizabeth Daly, and All Paving and Sealcoating, LLC (collectively referred to as “Appellants”), Motion for Rehearing of Order Dismissing Appeal, filed January 20, 2026. [ECF No. 45].1 THE COURT has reviewed the Motion, the Response and Reply thereto [ECF Nos. 46 and 50], the pertinent portions of the record in the underlying bankruptcy proceeding and in this Court’s record, and applicable legal principles and is otherwise fully advised. For the reasons set forth below, the Motion for Rehearing is denied.

1 Citations to “ECF No.” refer to the docket entries in this appeal, whereas citations to “Bankr. ECF No.” refer to the docket entries in the underlying Chapter 11 bankruptcy proceeding styled In re Daren C. Daly, No. 22-bk-15694-SMG (Bankr. S.D. Fla. 2022), and citations to “Adv. ECF No.” refer to the docket entries in the underlying adversary proceeding styled Patrick Daly et al. v. Daren C. Daly, No. 22-ap-01391-SMG (Bankr. S.D. Fla. 2022). I. RELEVANT BACKGROUND On November 22, 2023, Appellants filed a Notice of Appeal in which they appealed a Memorandum Opinion and Order entered by the United States Bankruptcy Court for the Southern District of Florida determining that Appellee, Daren C. Daly (“Appellee” or

“Debtor”), owns all 100 shares of All Paving, Inc., sustaining Appellee’s objection to Appellants’ proof of claim, and disallowing Appellants’ claim against Appellee in the underlying adversary proceeding.2 Appellee filed a Motion to Dismiss on April 10, 2024, seeking to dismiss the appeal as equitably moot. [ECF No. 22]. However, before the Court ruled on the Motion to Dismiss, on January 17, 2025, Appellee withdrew the Motion. [ECF No. 27]. A year and a half later, after the bankruptcy plan was substantially consummated, Appellee filed a renewed Motion to Dismiss, in which he argued that the appeal is equitably moot because Appellants failed to obtain a stay during the pendency of the appeal, the confirmed plan is completed, and the Appellee and third parties would be significantly affected if any relief were granted in favor

of Appellants. Appellee also argued that the relief the Appellants sought was, at that point, impossible. Id. On January 7, 2026, this Court entered an Order Granting the Motion to Dismiss. [ECF No. 44]. After careful consideration of each of the points of fact and law raised in the Motion to Dismiss and in the relevant briefing, this Court determined that the appeal was

2 The Notice of Appeal identifies 4 orders, all entered on November 8, 2023, in the underlying Bankruptcy Case and Adversary Proceeding: (1) Memorandum Opinion [Adv. ECF No. 190]; (2) Order (I) Determining Ownership of Stock in All Paving, Inc., and (II) Sustaining Debtor’s Objection to Claim No. 13-1, [Adv. ECF No. 191]; (3) Memorandum Opinion [Adv. ECF No. 185]; and (4) Final Judgment [Adv. ECF Nos. 186 and 187]. equitably moot for several reasons. Initially, this Court found that Appellants had not offered a justifiable basis for not seeking a stay and that their failure to do so induced Appellee to act in reliance on the Plan having been approved. See Order On Motion to Dismiss at 11 (citing Bennett v. Jefferson Cnty., Ala., 899 F.3d 1240, 1247 (11th Cir. 2018) (applying equitable

mootness when “allowing an appeal to go forward will impinge upon actions taken to one’s detriment in good faith reliance on a final and unstayed judgment”) (citing In re Club Assocs., 956 F.2d 1065, 1069 (11th Cir. 1992)). This Court also observed that Appellants failed to address Appellee’s arguments regarding how the interests of third parties would be affected since the Bankruptcy Plan had been fully consummated, and they failed to address the considerations set forth in 11 U.S.C. § 1101(2) regarding substantial consummation. See Order on Motion to Dismiss at 12-13. After careful consideration, this Court ultimately determined: In sum, reversal of the Bankruptcy Court’s Orders would disrupt both Daren Daly’s ability to reorganize and the rights of the creditors relying on payment arrangements under the Confirmed Plan. And, importantly, Appellants do not argue otherwise. Thus, this Court finds that this factor also weighs in favor of applying the doctrine of equitable mootness. See In Re Allied Holding, Inc., 291 F. App’x 257 (11th Cir. 2008) (affirming district court’s dismissal of bankruptcy appeal as equitably moot because the plan was so substantially consummated that effective relief is no longer available, several major transactions had already been executed pursuant to the plan, and the relief requested would undermine the reasonable expectations of stockholders and creditors). Id. at 18. II. APPELLANTS’ MOTION FOR REHEARING In the Motion now before the Court, Appellants argue that this Court incorrectly concluded that it was unable to provide relief and that consummation of the Plan, although relevant, is not dispositive. According to Appellants, granting Appellants the relief they sought would not impair creditor recoveries, unravel negotiated plan provisions, or destabilize the reorganization. Instead, they claim they simply seek a determination of ownership and claim-related rights between the parties which, according to Appellants, can be implemented without undoing consummated transactions or destabilizing the Plan’s structure. Appellants also attempt to distinguish the legal authority cited by the Court in the Dismissal Order and

argue that judicial estoppel should bar the Court’s consideration of the second Motion to Dismiss after withdrawal of the first one. Appellee responds that the Appellants misconstrue the nature of the issues by claiming the only parties affected by their claims are the Appellants and the Appellee whereas “there are millions of dollars impacting third-party creditors, all of whom were affected by approving the consensual confirmation.” Resp. at 3. Appellee avers there is no relief that can be granted at this stage without significant harm to himself, the Debtor, and numerous third-party creditors. He also argues that Appellants’ judicial estoppel argument is without merit. In their Reply, Appellants argue that the Plan was not actually consensual because it took into consideration Appellants’ objection, that a change in ownership of All Paving would

not harm creditors because Appellants waived the ability to claw back should they take control of All Paving, and that judicial estoppel does apply because Appellants relied on Appellee’s withdrawal of the earlier motion. The Motion for Reconsideration is fully briefed and ripe for adjudication. III. APPLICABLE LEGAL STANDARD Federal Rule of Bankruptcy Procedure 8022 provides that a party filing any motion for rehearing by the district court must file it within fourteen days after entry of the judgment on appeal and “must state with particularity each point of law or fact that the movant believes the district court has overlooked or misapprehended.” Fed. R. Bankr. P.

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Patrick Daly, Elizabeth Daly, All Paving and Sealcoating, LLC, and Patrick Daly and Elizabeth Daly as the Majority Shareholders of All Paving, Inc. v. Daren C. Daly, (S.D. Fla. 2026).

Patrick Daly, Elizabeth Daly, All Paving and Sealcoating, LLC, and Patrick Daly and Elizabeth Daly as the Majority Shareholders of All Paving, Inc. v. Daren C. Daly (Patrick Daly, Elizabeth Daly, All Paving and Sealcoating, LLC, and Patrick Daly and Elizabeth Daly as the Majority Shareholders of All Paving, Inc. v. Daren C. Daly) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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