Roger Soler v. Ramon Fernandez

• Court: Court of Appeals for the Third Circuit
• Decided: September 24, 2025
• Docket: 24-3276
• Status: Unpublished

Opinion

NOT PRECEDENTIAL

UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT

No. 24-3276

ROGER SOLER

v.

RAMON FERNANDEZ,

Appellant

Appeal from the United States District Court for the Middle District of Pennsylvania (District Court No. 3:11-cv-01232) District Judge: Honorable Joseph F. Saporito

Submitted under Third Circuit L.A.R. 34.1(a) September 19, 2025

Before: BIBAS, MONTGOMERY-REEVES, and AMBRO, Circuit Judges

(Opinion filed: September 24, 2025)

OPINION *

* This disposition is not an opinion of the full Court and under I.O.P. 5.7 is not binding precedent. AMBRO, Circuit Judge

Ramon Fernandez appeals from an order forcing the sale of his interest in Hered,

LLC to satisfy his obligations to Roger Soler. Because the order is not final, we lack

jurisdiction under 28 U.S.C. § 1291. And because the District Court did not create a

receivership, we lack jurisdiction under 28 U.S.C. § 1292(a)(2). We therefore dismiss this

appeal for lack of appellate jurisdiction.

I

Soler and Fernandez jointly owned Terrace Plaza, LLC; Heritage Food of

Hazleton, LLC; and Hered, LLC. Those entities created shared tax liability for Soler and

Fernandez. After much conflict, they reached an escrow agreement that set out their

respective obligations to the IRS and Pennsylvania Department of Revenue (PDR). In

2022, Soler moved to enforce the escrow agreement.

In July 2023, Fernandez and Soler reached a settlement agreement on that motion,

which the District Court imposed in an order. It required Fernandez (1) to buy Soler’s

interests in the entities for $750,000, and (2) to resolve the entities’ IRS and PDR

deficiencies. The due date for the tax payments was October 6, 2023. Under the

agreement and order, failure to comply with his obligations would cost Fernandez up to

$600,000 in liquidated damages.

Fernandez complied with the first part of the agreement, buying out Soler’s

interests in the entities. But he did not abide by the October 6 deadline for his tax

obligations. So that month the District Court entered another judgment against

Fernandez—this time for $600,000 in liquidated damages plus interest. Fernandez did not

2 appeal this order. In November and December of 2023, Fernandez filed motions to

amend the Court’s judgment, reporting that he had by then fully complied with all his

obligations under the settlement order.

Soler then sought a writ of execution by filing a praecipe. See US Bank NA v. B R

Penn Realty Owner LP, 137 F.4th 104, 107 (3d Cir. 2025) (“As required by Pennsylvania

law, Pa. R. Civ. P. 3180, the Bank filed a praecipe, or request, for a writ of execution,

asking the U.S. Marshals to seize the [property] so that it could be sold to satisfy the

judgment.”). The praecipe requested a judgment for the $600,000 (plus interest) owed,

which was held at that time in a bank account. The District Court issued the writ in

December 2023.

That same month Soler moved for entry of a charging order. Such an order

“constitutes a lien on a judgment debtor’s transferable interest and requires [a] limited

liability company to pay over to the person to which the charging order was issued any

distribution that otherwise would be paid to the judgment debtor.” 15 Pa. Cons. Stat.

§ 8853(a).

In February 2024, the District Court entered the charging order against Fernandez.

Soler then moved to foreclose the charging order lien. “Upon a showing that

distributions under a charging order will not pay the judgment debt within a reasonable

time, the court may foreclose the lien and order the sale of the transferable interest.” 15

Pa. Cons. Stat. § 8853(c). Fernandez objected, arguing that he had satisfied his tax

obligations and that the motion to foreclose had not complied with Pennsylvania law.

But the District Court granted Soler’s motion in November 2024, forcing the sale of

3 Fernandez’s interest in Hered, LLC. See id. § 8853(f) (“If a court orders foreclosure of a

charging order lien against the sole member of a limited liability company: (1) the court

shall confirm the sale; (2) the purchaser at the sale obtains the member’s entire interest,

not only the member’s transferable interest; (3) the purchaser thereby becomes a member;

and (4) the person whose interest was subject to the foreclosed charging order is

dissociated as a member.”). Fernandez appeals that order.

II

The District Court had jurisdiction under 28 U.S.C. § 1332. Our jurisdiction is

disputed. Soler argues we lack jurisdiction because the underlying order is not final. See

Crystallex Int’l Corp. v. Bolivarian Republic of Venez., 24 F.4th 242, 249 (3d Cir. 2022)

(“[A]n attachment in aid of execution, or a refusal to quash one, is final when all that

remains is for a non-judicial officer to take and dispose of the defendant’s property.”)

(internal quotation marks omitted). He directs us to the District Court’s order, in which it

explained that “[a]t or after consummation of the sale[,] . . . at the written request of

plaintiff filed of record in this action, the court shall consider whether to issue an order

confirming any such sale.”

Fernandez does not dispute that the order is not final. Instead, he argues we have

jurisdiction under 28 U.S.C. § 1292(a)(2). Under that provision, we have jurisdiction

over appeals from “[i]nterlocutory orders appointing receivers, or refusing orders to wind

up receiverships or to take steps to accomplish the purposes thereof, such as directing

sales or other disposals of property.” According to Fernandez, “the Order provides for

Soler the practical ability to carry out the purposes of a receivership.” Reply Br. 4.

4 A receiver liquidates a business entity’s affairs and distributes the entity’s assets.

Hill on Behalf of Republic First Bancorp Inc. v. Cohen, 40 F.4th 101, 110 (3d Cir. 2022)

(citing 15 Pa. Cons. Stat. § 1767(c)); see Union Lab. Life Ins. v. Isle of Capri Assocs.,

202 A.3d 858, 867 (Pa. Commw. Ct. 2019) (“A receiver is an officer and agent of the

court with the usual and ordinary duty of a receiver to sell property on the court’s order.”

(internal quotation marks and citation omitted)). “In determining whether a receiver has

been appointed, a court must take into account the purposes of the receivership and the

extent of the powers possible in the situation. In this regard, . . . a receiver takes

possession of and preserves [pending litigation], and for the benefit of the party

ultimately entitled to it, the fund or property in litigation.” In re Pressman-Gutman Co.,

459 F.3d 383, 393 (3d Cir. 2006) (internal quotation marks, brackets, and citations

omitted).

Fernandez argues that Soler is a receiver under the District Court’s order because

he “and his designated agents and attorneys are authorized” to take possession of and

preserve Hered. Reply Br. 4. Fernandez is right that “Soler and his designated agents and

attorneys are . . . authorized to take any and all reasonable actions needed to

sell . . . Hered, LLC, including but not limited to any actions needed . . . to effect any

such sale.” But our receivership inquiry does not end there. “[S]ection 1292(a)(2) is

interpreted narrowly to permit appeals only from the three discrete categories of

receivership orders specified in the statute, namely [1] orders appointing a receiver,

[2] orders refusing to wind up a receivership, and [3] orders refusing to take steps to

5 accomplish the purposes of winding up a receivership.” Pressman-Gutman Co., 459 F.3d

at 393 (internal quotation marks and citation omitted) (last three alterations in original).

None of these is present here. The District Court did not appoint a receiver, and

Soler’s control over the Hered entity does not transform him into one. Pressman confirms

this understanding: a receiver takes possession of and preserves property while litigation

is pending, and the party entitled to the benefit of the charging order receives

distributions from that property afterward. Id. Put simply, the receiver and the beneficiary

are two different people. Here, Soler is clearly the beneficiary of the charging order, not

the receiver during the pendency of litigation. The relevant Pennsylvania statute reaffirms

this view. It differentiates between receivership and foreclosure: the court can appoint

receivers to enforce a charging order, and foreclosure follows if that receivership does not

work. 15 Pa. Cons. Stat. § 8853. This case is at the foreclosure stage and the District

Court never appointed a receiver. Section 1292(a)(2) thus does not provide jurisdiction.

* * *

For these reasons, we dismiss this appeal for lack of jurisdiction.