Shaia ex rel. Estate of Connelly v. Taylor (In re Connelly)

476 B.R. 223, 2012 WL 1098431, 2012 Bankr. LEXIS 1349
CourtUnited States Bankruptcy Court, E.D. Virginia
DecidedMarch 30, 2012
DocketBankruptcy No. 08-31777-KRH; Adversary No. 11-03315-KRH
StatusPublished
Cited by11 cases

This text of 476 B.R. 223 (Shaia ex rel. Estate of Connelly v. Taylor (In re Connelly)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, E.D. Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Shaia ex rel. Estate of Connelly v. Taylor (In re Connelly), 476 B.R. 223, 2012 WL 1098431, 2012 Bankr. LEXIS 1349 (Va. 2012).

Opinion

MEMORANDUM OPINION

KEVIN R. HUENNEKENS, Bankruptcy Judge.

The issue before the Court is whether this adversary proceeding (the “Adversary Proceeding”) is a core proceeding under 28 U.S.C. § 157(b)(2) in which the Court has the constitutional authority to issue a final order adjudicating the rights of the parties. A hearing was held on February 28, 2012, at which the Plaintiff and the Defendants agreed to forego oral argument on the issue and to submit the matter to the Court based upon the parties’ pleadings and memoranda of law. The Court thereupon took the matter under advisement. For the reasons set forth herein, the Court concludes that the Adversary Proceeding is a core proceeding in which the Court may enter a final judgment.1

Facts and Procedural Posture

Colin C. Connelly (the “Debtor”) commenced this bankruptcy case by filing a petition under Chapter 11 of the United States Bankruptcy Code2 on April 21, 2008 (the “Petition Date”). The Debtor’s Chapter 11 case was converted to a case under Chapter 7 of the Bankruptcy Code on February 19, 2009. Harry Shaia, Jr. was appointed as the Chapter 7 trustee (the “Trustee”). On December 29, 2011, the Trustee initiated this Adversary Pro[226]*226ceeding by filing a complaint under § 542 of the Bankruptcy Code seeking to recover payment of a promissory note dated December 6, 2007, made payable to bearer by J. Brian Taylor and Mark G. Taylor (the “Taylors” or the “Defendants”) in the original principal amount of $187,066.68 (the “Taylor Note”). The Defendants filed an answer to the Trustee’s complaint on January 30, 2012 (the “Answer”), wherein they deny that the Defendants are indebted to the Debtor and assert nine affirmative defenses challenging the validity and enforceability of the Taylor Note. The Answer also asserts that the Trustee’s claim is not a core proceeding under 28 U.S.C. § 157(b)(2) and that the Court is not permitted to enter final judgment against the Defendants in this matter.

The Defendants have been active participants in the Debtor’s bankruptcy case. Shortly after the Petition Date, the Defendants obtained an order authorizing them to conduct an examination of the Debtor under Rule 2004 of the Federal Rules of Bankruptcy Procedure. The Defendants filed a Motion to Extend Tme to File Complaint for Determination of Discharge-ability of Debt. In August of 2008, each of the Defendants filed a proof of claim against the bankruptcy estate.

On September 11, 2008, the Defendants jointly filed Adversary Proceeding No. 08-03118 wherein they objected to the dis-chargeability of debts owed to them by the Debtor (the “2008 Adversary Proceeding”). The complaint in the 2008 Adversary Proceeding alleged that the Defendants and the Debtor were the members a Virginia limited liability company established in 2004 known as TaCon, LLC (“TaCon”). TaCon owned a 123-acre parcel of real property in Prince George County, Virginia (the “Property”). The Property was under contract for sale to a third party, however zoning issues had held up closing on the sale. On December 6, 2007, the Debtor individually executed a promissory note with Bank of Virginia for $690,000 (the “BOV Loan”). The Defendants had agreed to allow the Debtor to use his share of the proceeds from the pending sale of the Property as security for the BOV Loan. Accordingly, TaCon granted Bank of Virginia a deed of trust lien on its Property.3 The complaint in the 2008 Adversary Proceeding questioned whether the anticipated sales proceeds from the sale of the Property would be sufficient to satisfy the deed of trust in favor of Bank of Virginia. The Debtor had made loan payments to Bank of Virginia in January, February, and March of 2008, but he failed to make any payments thereafter. Consequently, the payoff amount on the BOV Loan began to increase significantly. The complaint in the 2008 Adversary Proceeding sought to have the Defendants’ losses resulting from the Debtor’s failure to pay the BOV Loan declared nondischargeable.

The Debtor and the Defendants entered into a consent order resolving the 2008 Adversary Proceeding on April 28, 2009 (the “Consent Order”).4 The Consent Order provided that the Defendants’ claims against the Debtor would be nondiseharge[227]*227able. It also established a seven-step formula for determining the amount of the Defendants’ nondischargeable claims. The first step required a calculation of net proceeds received by TaCon from the sale of its Property. The third step of the formula called for the payoff of the Taylor Note to be subtracted from the Defendants’ share of the net proceeds calculated in step one. The fifth step of the formula called for “the amounts of the [Taylor Note] and any unpaid interest and late fees owed under that note, which the U.S. Bankruptcy Court and/or the Chapter 7 trustee do not permit to be applied to pay the [BOV Loan] ... at the time of the closing of the actual sale of the TaCon Property to any purchaser” to be added to the running total of the claim calculation.

The Defendants filed amended proofs of claim in the bankruptcy case in June 2009, following entry of the Consent Order in the 2008 Adversary Proceeding. The Defendants seek recovery against the bankruptcy estate for the amount of their non-dischargeable claims. Meanwhile, the Trustee commenced this Adversary Proceeding to enforce the Taylor Note. The Defendants maintain that the proceeds of the Taylor Note should be used to pay the Bank of Virginia in order to reduce the indebtedness owed by the Debtor on the BOV Loan. In the alternative, the Defendants claim a right to setoff the unliquidat-ed amount of the nondischargeable obligation described in their proofs of claim against their liability on the outstanding balance of the Taylor Note. Against this background, the Defendants argue that this Court lacks authority to enter a final order or judgment in this Adversary Proceeding.

Discussion

Section 1334(a) of Title 28 of the United States Code provides that United States district courts have original and exclusive jurisdiction over all cases filed under Title 11 of the United States Code. 28 U.S.C. § 1334(a). District courts also have original but non-exclusive jurisdiction over all civil proceedings arising under Title 115, or arising in6 or related to7 cases under Title 11. 28 U.S.C. § 1334(b). The Bankruptcy Amendments and Federal Judgeship Act of 1984 authorized district courts to refer any or all cases filed under Title 11, and any or all proceedings arising under Title 11, or arising in or related to a case under Title 11 to the bankruptcy judges for the district. 28 U.S.C. § 157(a). The United States District Court for the Eastern District of Virginia exercised its authority under 28 U.S.C.

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Bluebook (online)
476 B.R. 223, 2012 WL 1098431, 2012 Bankr. LEXIS 1349, Counsel Stack Legal Research, https://law.counselstack.com/opinion/shaia-ex-rel-estate-of-connelly-v-taylor-in-re-connelly-vaeb-2012.