Sarachek v. Wahls (In re Agriprocessors, Inc.)

490 B.R. 374
CourtUnited States Bankruptcy Court, N.D. Iowa
DecidedMarch 28, 2013
DocketBankruptcy No. 08-2751; Adversary No. 10-09196
StatusPublished
Cited by4 cases

This text of 490 B.R. 374 (Sarachek v. Wahls (In re Agriprocessors, Inc.)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, N.D. Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Sarachek v. Wahls (In re Agriprocessors, Inc.), 490 B.R. 374 (Iowa 2013).

Opinion

ORDER

THAD J. COLLINS, Chief Judge.

This Court held trial in this adversary on August 29, 2012. Desiree A. Kilburg appeared for Plaintiff, Joseph E. Sarachek, in his capacity as Chapter 7 Trustee. Laura Seaton and Lynn Hartman appeared on behalf of Defendant Garnavillo Gospel Hall Association (“Garnavillo Gospel”). Ron Wahls appeared pro se. The Court took the matter under advisement and provided time, at Trustee’s request, for additional briefing. The briefs were filed and the case is ready for disposition. This is a core proceeding under 28 U.S.C. § 157(b)(2)(F).

STATEMENT OF THE CASE

Trustee initially sought to recover preferential or fraudulent transfers from Debt- or to Defendants totaling $164,375.22. At trial, Trustee proceeded only on the fraudulent conveyance theory, and the parties stipulated that the checks at issue totaled $141,700.25. Garnavillo Gospel argued that, at most, it and its President Ron Wahls were a conduit for the transfers, which cannot be recovered from them as fraudulent transfers. Garnavillo Gospel alternatively argues that if it cannot be a conduit, Ron Wahls acted outside his authority — and not as Church President — on this matter, and Trustee can recover only against Wahls. Trustee claims he proved his case, and argued the Defendants could not be considered mere conduits. The Court disagrees with Trustee and decides the case for Defendants.

BACKGROUND

Debtor owned and operated one of the nation’s largest kosher meatpacking and food-processing facilities in Postville, Iowa. On November 4, 2008, Debtor filed a Chapter 11 petition in the Bankruptcy Court for the Eastern District of New York. Debtor’s bankruptcy petition and accompanying documents recited that its financial difficulties resulted from a raid conducted by U.S. Immigration and Customs Enforcement. A total of 389 workers at the Postville facility were arrested. The raid led to numerous federal criminal charges, including a high-profile case against Debtor’s President, Sholom Ru-bashkin. Debtor’s Petition also stated it had over 200 creditors and assets and liabilities in excess of $50,000,000.

The court eventually approved the appointment of Joseph E. Sarachek as the Chapter 11 trustee. The court concluded that appointing a trustee was necessary in part “for cause, including fraud, dishonesty, incompetence, or gross mismanagement of the affairs of the debtor by current management” under § 1104(a)(1). After hearings in a later proceeding, the court transferred the case to this Court on December 15, 2008. This Court eventually [379]*379converted the case to a Chapter 7 bankruptcy. The U.S. Trustee for this region retained Mr. Sarachek as the Chapter 7 trustee.

On November 2, 2010, Trustee filed a Complaint to avoid fraudulent conveyances and preferential transfers. Trustee alleged that within two years of the petition date, Defendants received seventy-seven checks totaling $164,375.22 from Agripro-cessors, Inc. or Cottonballs, LLC. Trustee asked the Court to declare the payments recoverable as fraudulent conveyances under § 548 or preferences under § 547(b). Garnavillo Gospel filed its answer and affirmative defenses on February 8, 2011. Wahls did not make any filings.

On December 12, 2011, Garnavillo Gospel filed a Motion for Summary Judgment. The Court held a hearing on the Motion on January 20, 2012. In response to the Motion, Trustee argued the Court should defer ruling until Trustee took the deposition of Ron Wahls and/or finished other discovery. The Court granted Trustee’s request and gave Plaintiff until February 3, 2012, to complete discovery and until February 10, 2012, to supplement the resistance to the Motion for Summary Judgment. The Court extended these deadlines after Wahls failed to appear for the first scheduled deposition. Wahls’s deposition was eventually taken.

After the deposition, Garnavillo Gospel renewed its Motion for Summary Judgment. Trustee resisted. The Court held another hearing on the merits of the Motion and took the matters under advisement. The Court issued a ruling denying Garnavillo Gospel’s Motion for Summary Judgment and Renewed Motion for Summary Judgment. Sarachek v. Wahls (In re Agriprocessors, Inc.), Bankr. No. 08-2751, Adv. No. 10-09196, 2012 WL 1945701 (Bankr.N.D.Iowa May 30, 2012).

The case proceeded to trial on August 29, 2012. Trustee and Garnavillo Gospel submitted post-trial briefs.

FINDINGS OF FACT

Ron Wahls is President of Garnavillo Gospel — a chureh/faith community in Gar-navillo, Iowa. Ron Wahls is also a school counselor at Postville Community School District. In his school counselor job, he dealt extensively with immigrant families and students. Many of the parents or household heads worked at the Agripro-cessors plant in Postville.

Wahls got to know Sholom Rubashkin, the President of Agriprocessors, through the school’s interface with the plant. This interface was mainly to get a hold of parents working at the plant when they were needed for school-related matters — mainly sick kids, student absence issues, and the like. Rubashkin assisted Wahls with setting up better communication between the school and the plant for these situations.

Wahls and Rubashkin developed a friendship and continued to work together on things related to the school and families in the community. Rubashkin donated money for key school needs. Wahls appreciated his help.

The matters relevant to this case arose when Rubashkin asked Wahls if he knew of some families in Postville that needed some work. Rubashkin was in need of workers to build chicken barns for one of Agriprocessors’ related entities — Cotton-balls, Inc. Wahls stated that Rubashkin contacted him because Wahls helped many of the immigrant families and would know who needed and/or might be available for work.

Wahls arranged a group of workers for Rubashkin. When they finished, Rubash-kin sent payment to Wahls and asked him to distribute the money to the workers. [380]*380Wahls did not think anything of it, and did so. This process — Rubashkin asking Wahls to help get workers for the chicken barns, Wahls arranging the workers, and Rubashkin making payment to or through Wahls — continued on through the duration of the chicken barn project.

Rubashkin sent the checks to Wahls. They were originally made out to Wahls only. As time went on, some were made out to Wahls and some to Garnavillo Gospel. Most of the checks came from Cot-tonballs, but some were from Agriproces-sors. No matter how the checks were made out, or which entity they were from, Wahls cashed them at his personal bank (not the Church’s bank) and distributed the sums owing to each worker.

Wahls testified that there was usually some list with the checks that indicated hours worked and/or how the funds should be divided and paid. Wahls admits that he might, with 20/20 hindsight, have asked more questions about this payment arrangement. However, he noted his real concern at the time was to help members of the immigrant community (many with language barriers) get work and get paid. He knew if he handled the role of receiving and distributing the money, the workers would get paid.

Wahls never involved anyone from Gar-navillo Gospel with this business or arrangement. No one from Garnavillo Gospel knew about it while it was occurring. He had no authority from Garnavillo Gospel to act in this role.

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