Schoonover v. Hallwood Fin. Ltd.

590 B.R. 134
CourtDistrict Court, W.D. Louisiana
DecidedJuly 20, 2018
DocketCIVIL ACTION NO. 15-2917
StatusPublished
Cited by1 cases

This text of 590 B.R. 134 (Schoonover v. Hallwood Fin. Ltd.) is published on Counsel Stack Legal Research, covering District Court, W.D. Louisiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Schoonover v. Hallwood Fin. Ltd., 590 B.R. 134 (W.D. La. 2018).

Opinion

S. MAURICE HICKS, JR., CHIEF JUDGE

Before the Court is a bankruptcy appeal filed by Appellant, Steven L. Schoonover ("Schoonover"), appealing the bankruptcy court's Judgment on Partial Findings and Judgment in favor of Appellees, Hallwood Financial Limited ("HFL") and Hallwood Modular Buildings, LLC ("HMB" and collectively, the "Hallwood"), dismissing his claims of detrimental reliance and promissory estoppel, breach of contract, and unjust enrichment. See Record Document 1. Schoonover argues only that the bankruptcy court erred in dismissing his detrimental reliance claim. See Record Document 9. For the reasons contained in the instant Memorandum Ruling, the bankruptcy court's ruling is AFFIRMED .

FACTUAL AND PROCEDURAL BACKGROUND

From late 2011 through mid-2013, Hallwood loaned or guaranteed loans of millions of dollars to MB Industries, LLC ("MBI"). See Record Document 3 at 15-16, 182; Record Document 4 at 51. MBI's obligations *137to repay its loans to Hallwood are secured by security interests to Hallwood in all of MBI's accounts, inventory, equipment, goods, general intangibles and other collateral. See Record Document 3 at 180. However, after MBI continued to suffer financial difficulties in mid-2013, Hallwood refused to lend any more money to MBI. See id. at 16, 180-82; Record Document 4 at 50-51.

As a result, Frederick Gossen ("Gossen"), the CEO and manager of MBI began searching for new financing to keep MBI afloat. See Record Document 3 at 12, 16. He found Schoonover, who was a successful businessman in the telecommunications industry. See Record Document 4 at 145-147. In 1982, Schoonover had started Fibrebond Corporation, where he served as president and CEO. See id. Fifteen years after starting Fibrebond, Schoonover founded CellXion, Inc., another telecommunications company that was also involved in manufacturing concrete shelters. See id. Schoonover served as CEO of CellXion from 1997 until 2007. See id. While at Fibrebond and CellXion, Schoonover negotiated numerous contracts and had lawyers draft contracts, which he reviewed. See id. Prior to his business career, Schoonover practiced law in Texas in the late 1970s and early 1980s. See id.

In August or September of 2013, Gossen and Schoonover began discussions on a business arrangement involving MBI, including possible loans from Schoonover to MBI and Schoonover's possible acquisition of equity in MBI. See Record Document 3 at 16-20. Schoonover learned from MBI that the Hallwood entities were large creditors of MBI and held security interests in MBI's assets, including inventory, equipment, and accounts receivable. See Record Document 5 at 5-7. On the morning of October 21, 2013, Schoonover sent Gossen an email stating that he wanted Gossen to approach MBI's trade creditors, another MBI creditor, David Dooley, MBI's salesmen, and Hallwood in order to negotiate specific reductions on their claims against MBI. See Record Document 2-16 at 5. He told Gossen: "you have to lead the charge by telling them that I have made no binding offer but if they will agree to the terms I have lined out I will submit a binding offer." Id.

As to Hallwood, in this email, Schoonover directed Gossen to:

[a]pproach Tony [Gumbiner of Hallwood] and tell him I haven't made a binding offer but I believe a deal could be cut to pay them $5 million over 5 years with no interest and one million becoming due each year ... if the million is not paid by year end then that portion of the million that is not paid starts accruing interest at 6% until it is paid and each year a new one million is due until the 5 million plus interest is paid.

Id. Gossen forwarded this email to Gert Lessing ("Lessing"), the President of HFL and President and Co-CEO of HMB. See Record Document 2-16 at 4. In transmitting that email, Gossen also told Lessing that MBI needed an immediate $1 million cash infusion "today to get projects on schedule ... and to cover payroll this week." Id.

On the same October morning, Lessing responded to Schoonover's message with the reply (which he repeated twice at Schoonover's and Gossen's request) that "[s]ubject to reaching a definitive agreement with Mr. Steve Schoonover," the Hallwood entities considered Schoonover's emailed proposal to be an acceptable framework under which Hallwood would accept $5 million as payment for all monies due from MBI. Id. Gossen then forwarded one of these Lessing emails to Schoonover's *138lawyer, John McKnight ("McKnight"), with the following message:

Our short term objective is to get an agreement in place that will provide Steve security on [MBI's] receivables that are currently secured to Hallwood, in order for Steve to advance funds. Moreover, [Lessing's] email will encompass the larger scope of the transaction that will need to be papered per Steve's direction.

Id. at 11. Two days later, while on vacation, Schoonover wrote: "[C]all Chris[,] the lawyer who is sitting in for [McKnight]. He has talked with [Hallwood lawyer Alan Kailer] [and] they believe initial is 1M so that covers 500 & 500[,] which would be good if they agree as it will give us more time to [n]egotiate total deal." Id. at 16. Then, on the morning of October 24, Schoonover's lawyers with the Locke Lord firm in Dallas delivered to Alan Kailer ("Kailer"), Hallwood's lawyer, a proposed form of subordination agreement. See id. at 22-26. That document stated: "Borrower [MBI] wishes to obtain financing from Lender [Schoonover], and Lender has agreed to provide such financing to Borrower on condition that HFL subordinates to Lender any and all interest which HFL may presently have or may hereafter acquire in and to certain of Borrower's assets." Id. at 22.

At Schoonover's request, on the afternoon of October 24, 2013, Schoonover, Gossen, Lessing, Anthony Gumbiner ("Gumbiner"), a director of both HFL and HMB, and Joe Koenig, an officer for Hallwood, held a 10 minute conference call (the "October 24 conference call"). See Record Document 3 at 26-27, 185. Schoonover was on vacation, and it was the first time Schoonover and Gumbiner had ever spoken. See Record Document 5 at 25, 41. At the trial, Judge Norman heard testimony about this conference call from Schoonover, Lessing, Gumbiner and Gossen. In the Judgment on Partial Findings, the bankruptcy court found:

• "During this brief conference call, Schoonover and Gumbiner discussed an arrangement by which the Hallwood entities would accept a new $5 million promissory note in exchange for the total indebtedness owed to the Hallwood entities by MBI and its affiliates, subject to the requirement that such new $5 million note be made or guaranteed by a well-capitalized or viable entity to be created by Schoonover." Record Document 1-1 at ¶ 33.
• "There was no further discussion during this call as to the meaning of a 'well-capitalized' or 'viable' entity which would be an obligor on this $5 million promissory note.... The parties never agreed on the precise meaning of a 'viable' or 'well-capitalized' entity in the context of this framework." Id.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
590 B.R. 134, Counsel Stack Legal Research, https://law.counselstack.com/opinion/schoonover-v-hallwood-fin-ltd-lawd-2018.