Recanati v. Roberts (In re Roberts)

594 B.R. 484
CourtUnited States Bankruptcy Court, N.D. Florida
DecidedDecember 20, 2018
DocketCase No.: 17-30408-KKS; Adv. Proc.: 17-3014-JCO
StatusPublished
Cited by6 cases

This text of 594 B.R. 484 (Recanati v. Roberts (In re Roberts)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, N.D. Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Recanati v. Roberts (In re Roberts), 594 B.R. 484 (Fla. 2018).

Opinion

JERRY C. OLDSHUE, JR., U.S. BANKRUPTCY JUDGE

This matter is before the Court on Cross Motions for Summary Judgment filed by the parties. (Docs. 18, 23, 42, 44, 45). The parties have filed their briefs and the matter is ripe for adjudication. This Court has jurisdiction to hear this matter pursuant to 28 U.S.C. §§ 1334 and 157, and the order of reference of the District Court dated October 7, 1986. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(I), and the Court has authority to enter a final order.

FACTS1 AND PROCEEDINGS

Defendant Anna Roberts filed for chapter 7 relief on May 8, 2017. On November 3, 2017, the Plaintiffs Anthony (sometimes herein referred to as "Tony") Recanati and Sergio Recanati (hereinafter "Plaintiffs" unless otherwise stated) filed their Complaint alleging the nondischargeability of the debt(s) owed by Debtor, Anna Roberts, to Plaintiffs. Plaintiffs' Complaint consists of two causes of action: Count I, a request for declaratory judgment that the debt owed by Debtor was obtained by fraud under 11 U.S.C. § 523(a)(4) ; and Count II, for fraud in the inducement based on Debtor's alleged false statements made with the intent to deceive the Plaintiffs and induce them to rely on Debtor's allegedly false assertions that she had the ability and intent to pay off the debts and liabilities of Jomarser, Inc., d/b/a Recanati's Italian Restaurant (hereinafter "the Company" or "Recanati's" or "the Restaurant"), pursuant to 11 U.S.C. §§ 523(a)(4) and (6).

The events that led up to this case occurred on December 21, 2010 when Plaintiffs and Debtor entered into a written Stock Sale and Purchase Agreement (hereinafter "the Agreement"), wherein Debtor agreed to purchase and Plaintiffs agreed to sell all of Plaintiffs' interest in the Company. The Debtor was not obligated on any of the company debts prior to the December 21, 2010 signing date, and the conduct *488of the parties before December 21 is relevant to the Court's analysis set out below.

Debtor retired from the United States Postal Service (hereinafter "Post Office") in late 2013. (Doc. 42 at 92). Her annual salary was approximately $65,000.00 to $70,000.00. (Id. at 84). During the latter year of her career at the Post Office, Debtor patronized the Restaurant and formed a relationship with Company owner Tony Recanati when the restaurant was located on Avalon Road. (Doc. 42 at 85). The Restaurant was also co-owned by Sergio Recanati and Anthony Recanati's sister, Cathy Ellis; however, the percentage of ownership is unclear from the pleadings and exhibits filed and the actual percentage is unnecessary for this Court to rule. At some point in early 2010, Debtor loaned Tony Recanati approximately $8,000.00 to help improve the restaurant. Debtor characterizes her role during this time period as a "silent investor" in the Restaurant. (Id. at 87). Tony Recanati would run the Restaurant, and Debtor would loan the Restaurant money as needed. As a silent investor, Debtor paid the rent for the Restaurant, shopped for and purchased equipment for the Restaurant, used her personal funds to make payroll for the Restaurant, and helped with relocating the Restaurant to a new location on Highway 90. These loans by Debtor to the Restaurant totaled an approximate amount of $60,000.00, leading Debtor to conclude that the Restaurant was in an "unbelievable" amount of debt. (Id. at 84-87, 90, 91).

During Debtor's time as silent investor, she was responsible for maneuvering the BP claims process, which resulted in two separate payouts to the Company. The first payout was in the amount of $84,000.00. The second payout was in the amount of $25,000.00, and will be discussed further below.

Because Debtor was the person responsible for handling the claim, when BP distributed the first claim payout, it incorrectly released the $84,000.00 to the Debtor's personal checking account through her social security number, instead of to the Company through its EIN Number. (Doc. 42 at 40). However, as soon as the mistake was discovered, the money was removed from Debtor's personal checking account and placed into the Company's business account on October 21, 2010. (Doc. 42 at 41). Distributions from the first payout were then made to the then shareholders of the Company, Tony Recanati, Sergio Recanati and their sister Cathy Ellis. (Doc. 42 at 42).

Sometime in mid-2010, Cathy Ellis began to suggest that she and the Debtor should buy out Tony Recanati from the Restaurant because he was "running it into the ground" by not coming to work but receiving a salary of $750.00 per week. (Id. at 94-95). The Debtor agreed, and negotiations began for Debtor to purchase the Restaurant from Tony Recanati, Sergio Recanati, and Cathy Ellis.

The Stock Purchase Agreement

On December 21, 2010, the Debtor signed the Stock Purchase Agreement. (Doc. 42-3 at 13). As consideration for the contract, Debtor agreed to assume all debts, liabilities, and obligations of the Company thereby relieving Plaintiffs of the same, to forgive the personal debts of Plaintiff Tony Recanati, and to have all personal guarantees, loans, and vendor agreements paid off or assumed by Debtor within thirty (30) days of the closing on the purported "stock purchase."2 (Doc. 42-3 at *48914). The debts and liabilities included a line of credit with Regions Bank, a note payable to Regions Bank, an oil spill bridge loan with Pen Air Federal Credit Union, a balance to the U.S. Food Service, and back tax payments. (Doc. 42-3 at 14). There were approximately $155,717.32 in liabilities, and approximately $35,236.00 in assets of the Company. Also as part of the transaction, the parties agreed that the forthcoming $25,000.00 payout from the Company's oil spill claim would go toward paying off the abovementioned debts and liabilities. The transaction also required that Debtor forgive all personal debts owed to Debtor by Anthony Recanati and Cathy Ellis, which Debtor accomplished. (Doc. 42-3 at 14).

In early 2011, after becoming the sole owner of the Company, Debtor opened a new bank account for the Company in an effort to better keep track of money coming in and going out. (Id. at 45, 99). Soon after, the Restaurant received its anticipated second BP claim payout in the amount of $25,000.00. This second payout was deposited into the new Restaurant bank account and, in compliance with the Agreement, was used catch up back rent, vendor accounts, taxes and other debts that Debtor was unaware of were owed by the Company. (Id. at 99-102).

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Bluebook (online)
594 B.R. 484, Counsel Stack Legal Research, https://law.counselstack.com/opinion/recanati-v-roberts-in-re-roberts-flnb-2018.