Sapphire Development, LLC v. McKay

523 B.R. 1, 2014 U.S. Dist. LEXIS 179406, 2014 WL 7404761
CourtDistrict Court, D. Connecticut
DecidedNovember 5, 2014
DocketNo. 3:13-cv-01680 (MPS)
StatusPublished
Cited by8 cases

This text of 523 B.R. 1 (Sapphire Development, LLC v. McKay) is published on Counsel Stack Legal Research, covering District Court, D. Connecticut primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Sapphire Development, LLC v. McKay, 523 B.R. 1, 2014 U.S. Dist. LEXIS 179406, 2014 WL 7404761 (D. Conn. 2014).

Opinion

RULING

MICHAEL P. SHEA, District Judge.

I. Introduction

This is an appeal from the September 30, 2013 order of the United States Bankruptcy Court for the District of Connecticut, granting a motion by Appellee Robert McKay (“McKay”) for the court to abstain from the Chapter 11 bankruptcy case of In re Sapphire Development, LLC (No. 13-[4]*450043) under the abstention provision of 11 U.S.C. § 305(a)(1) (“Section 305(a)(1)”). Appellant Sapphire Development, LLC (“Sapphire”) has asked this Court to reverse the bankruptcy court’s order and reinstate its bankruptcy case.

McKay’s involvement in the bankruptcy arises from a $3.96 million judgment entered in his favor by a New York state court in 1996. The judgment, based on a finding of fraud, was against Stuart Long-man. Longman is the trustee of the Gayla Trust, which is the sole owner of Sapphire. McKay did not seek to enforce his judgment until September 2010, when he filed an action in Connecticut state court against Longman, Sapphire, several other entities allegedly controlled by Longman, and two banks holding mortgages on property owned by Sapphire, Hudson City Savings Bank and the Savings Bank of Dan-bury. See McKay v. Longman et al., FST-CV10-6007056-S (Conn.Super. filed Oct. 15, 2010).

In state court, McKay sought to recover his judgment against Longman from Sapphire, by reaching Sapphire’s sole asset, a 25.237-acre parcel of real property located at 424 West Mountain Road in Ridgefield, Connecticut (“the Property”). Sapphire has held the Property since 2007. But between 1985, when Longman acquired the Property, and 2007, the Property was transferred multiple times between several entities allegedly controlled by Longman and to and from Longman and his wife. Sapphire claims that this was done to facilitate various financing arrangements. McKay argues that this was done to hide Longman’s assets. He advanced three theories in state court as to why he should be able to enforce his judgment against the Property in spite of the legal separation between Longman and Sapphire: a constructive trust should be placed on the Property; the transfer of the Property from Longman to Sapphire was fraudulent; and he should be able to reverse-pierce the corporate veil to reach Sapphire’s assets. The case was scheduled to begin trial on January 14, 2013.

Three days before trial, Sapphire voluntarily commenced this bankruptcy, and the state court action was stayed. Four days later, McKay filed a motion in bankruptcy court to dismiss the bankruptcy under 11 U.S.C. § 1112(b) (“Section 1112(b)”) or, alternatively, for the court to abstain under Section 305(a)(1). On January 22, 2013, McKay moved to have the automatic stay lifted under 11 U.S.C. § 362(d)(1), (2), and (4) (“Section 362(d)”). On May 10, 2013, Sapphire filed its bankruptcy plan and disclosures. A hearing regarding the plan was held on May 14, 2013, at which point the bankruptcy plan was put on hold pending resolution of McKay’s motions. On May 23, 2013, McKay filed an alternative motion for abstention under 28 U.S.C. § 1334 (“Section 1334”). The bankruptcy court held hearings on the abstention motions on June 19, June 20, and July 24, 2013. Longman and McKay both testified, as did a representative of Hudson City Savings Bank.

On September 30, 2013, the bankruptcy court granted McKay’s motion for abstention under Section 305(a)(1). The court decided not to consider abstention under Section 1334, finding that Section 1334 only applies to “proceedings,” or discrete components of bankruptcies, and therefore could not be the basis for abstaining from an entire bankruptcy “case.” The bankruptcy court’s ruling did not address dismissing the case under Section 1112(b) or lifting the stay under Section 362(d).

Sapphire has appealed the September 30, 2013 ruling, arguing that McKay lacked standing to move for abstention and that the bankruptcy abused its discretion in finding that abstention was warranted, and [5]*5asks this Court to reverse the ruling and reinstate the bankruptcy case. McKay challenges both of those arguments and asks this Court to affirm.

For the reasons that follow, the bankruptcy court’s ruling is vacated, and the bankruptcy case is remanded for farther proceedings. Contrary to Sapphire’s contention, McKay did have standing to move for abstention, but the abstention order must nonetheless be vacated. While this Court shares the bankruptcy court’s assessment of Sapphire’s unsavory motives for commencing the bankruptcy, which could be a basis for dismissing the bankruptcy, lifting the automatic stay, or even imposing sanctions, Section 305(a)(1) is simply not the proper legal vehicle for addressing those concerns because of its plain limitation to the rare situation in which “the interests of creditors and the debtor would be better served by” abstention, which is not the case here.

II. Standard of Review

“The decision to grant or deny a motion for abstention under § 305(a)(1) is reviewed by the district court for abuse of discretion.” In re Monitor Single Lift I, Ltd., 381 B.R. 455, 463 (Bankr.S.D.N.Y.2008). A bankruptcy court abuses its discretion if its decision is based on an error of law or clearly erroneous factual findings, or “cannot be located within the range of permissible decisions.” Zervos v. Verizon New York, Inc., 252 F.3d 163, 169 (2d Cir.2001).

III. Whether Appellee McKay Had Standing to Move for Abstention/Dismissal

Sapphire first argues that McKay lacked standing to bring the Section 305(a)(1) motion in bankruptcy court. Sapphire concedes that McKay had a “claim” within the meaning of the bankruptcy code, which is essentially any “right to payment.” Br. for Appellant 32 (citing 11 U.S.C. § 101(5)). But Sapphire maintains that McKay is not a “creditor,” as that term is defined in 11 U.S.C. § 101(10), because McKay has refused to “assert” his claim. And, according to Sapphire, because McKay is not a “creditor,” he does not meet the requirements for standing under 11 U.S.C. § 1109, which defines the “right to be heard” in Chapter 11 cases.

Both steps of Sapphire’s analysis are flawed. The term “creditor” is not limited to those who have formally asserted their proof of claims in a bankruptcy case. 11 U.S.C.A. § 101(10)(A) (defining “creditor” as simply an “entity that has a claim against the debtor that arose at the time of or before the order for relief concerning the debtor”); see also In re Stamford Color Photo, Inc., 105 B.R. 204, 207 (Bankr.D.Conn.1989) (rejecting the contention that “a creditor who claims that the petition was improperly filed and seeks its dismissal must timely file a proof of claim asserting a right to payment from the estate or lose standing to move under § 1112(b)”).

And even if McKay were not considered a “creditor,” 11 U.S.C.

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Bluebook (online)
523 B.R. 1, 2014 U.S. Dist. LEXIS 179406, 2014 WL 7404761, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sapphire-development-llc-v-mckay-ctd-2014.