Sunshine Heifers, LLC v. Moohaven Dairy, LLC

13 F. Supp. 3d 770, 83 U.C.C. Rep. Serv. 2d (West) 465, 2014 WL 1509573, 2014 U.S. Dist. LEXIS 52294
CourtDistrict Court, E.D. Michigan
DecidedApril 16, 2014
DocketCase No. 13-10319
StatusPublished

This text of 13 F. Supp. 3d 770 (Sunshine Heifers, LLC v. Moohaven Dairy, LLC) is published on Counsel Stack Legal Research, covering District Court, E.D. Michigan primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Sunshine Heifers, LLC v. Moohaven Dairy, LLC, 13 F. Supp. 3d 770, 83 U.C.C. Rep. Serv. 2d (West) 465, 2014 WL 1509573, 2014 U.S. Dist. LEXIS 52294 (E.D. Mich. 2014).

Opinion

OPINION AND ORDER GRANTING PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT

THOMAS L. LUDINGTON, District Judge.

Plaintiff Sunshine Heifers, LLC (“Sunshine”), which is in the business of leasing [772]*772cows, commenced this case against Defendant Moohaven Dairy, LLC (“Moohaven”), a dairy farm. Sunshine’s complaint contains a number of counts; the count relevant to the matter at hand is Sunshine’s count alleging that Moohaven breached a lease agreement between Sunshine and Moohaven regarding the lease of a number of dairy cows.

Sunshine filed its complaint on January 25, 2013. On December 5, 2013, Sunshine filed a motion for partial summary judgment. Sunshine has met its burden establishing that there is no genuine dispute of material fact regarding whether the parties’ leasing agreement is enforceable against Moohaven. Sunshine has also established that there is no genuine dispute of material fact as to whether the leasing agreement is a true lease. Moohaven has not rebutted Sunshine’s assertions. Accordingly, the Court will grant Sunshine’s motion for partial summary judgment.

I

A

On October 21, 2010, Moohaven initiated a voluntary chapter 11 proceeding. Pl.’s Compl. ¶ 11, ECF No. 1. During the proceeding, Bank of America, one of Mooha-ven’s creditors, filed a motion to dismiss the chapter 11 proceeding, alleging that “Debtor has used (and most likely spent) approximately $225,000.00 of Bank of America’s cash collateral ... without Bank of America’s consent....” Creditor Bank of America’s Mot. Dismiss 1, In re Moohaven Dairy, LLC, No. 10-24239 (Bankr. E.D.Mich. Dec. 10, 2010), ECF No. 41. After a hearing on Bank of America’s motion to dismiss the case, the bankruptcy court denied the motion to dismiss but ordered the appointment of a chapter 11 trustee. Thomas McDonald was subsequently appointed as trustee on January 12, 2011. Order Directing the Appointment of a Chapter 11 Trustee, In re Moohaven, LLC, No. 10-24239 (Bankr. E.D.Mich. Jan. 10, 2011), ECF No. 96. Moohaven then filed a chapter 11 plan on September 30 of that year. Def.’s Resp. Ex. A, ECF No. 50.

The Trustee’s First Amended Combined Plan and Disclosure Statement (First Amended Plan) — from the underlying bankruptcy — provides an extensive amount of information about the parties and the background to this litigation. Section IV of the First Amended Plan described the Moohaven Dairy operation as follows:

The Debtor is a Michigan limited liability company that was formed on June 20, 2007. The members of the Debtor include Brent Morrell, Elwood C. Morrell, JoAnne Morrell and Leann Morrell.
The Debtor owns approximately 948.23 acres in Sanilac County, Michigan. The Debtor operates a dairy farm which currently owns and leases approximately 726 cows. Constructed on the farm are several free stall barns. According to the appraisal report prepared for BOA [Bank of America], the dairy facility can handle 1,045 cattle. A sketch of the dairy facility indicating the location of the barns, lagoons and feed bunkers is attached hereto as Exhibit “1”, along with a description prepared by the BOA employed appraiser of the structures. Attached as Exhibit “2” is a copy of a list of equipment prepared by the BOA appraiser.
The Debtor intends to acquire approximately 200 additional head of cattle by virtue of lease agreements, similar to an arrangement that it currently maintains with Parah Leasing and approved by the Court pursuant to the order entered on September 1, 2011 [Docket No.: 267]. A copy of the Trustee’s projection sup[773]*773porting this Plan is attached as Exhibit “3”.

First Am. Plan 16-17, In re Moohaven Dairy, LLC, No. 10-24239 (Bankr. E.D.Mich. Sept. 30, 2011). Subsection C of Section IV of the First Amended Plan described the primary causes of Mooha-ven’s need for bankruptcy attention:

There were a number of factors that contributed to the bankruptcy of the Debtor. The Debtor acquired essentially a new herd of cattle, which suffered a high cull and death rate as a result of sickness, which dramatically impacted its cash flow position as a result of diminished milk production. The Debtor also, along with other dairy farms across the country, survived one of the most significant economic downturns in the milking industry when milk prices plummeted. Further contributing to this problem, was the fact that the Debtor had always contemplated that its herd size would be approximately 900 cattle and when it obtained its financing from the predecessor in interest to BOA it never was able to purchase and achieve a herd size of 900 cattle. Ultimately, all the projections that were put forward for the Debtor and the financial models put together for the Debtor failed because the Debtor did not achieve the 900 level in herd size.

Id. at 19-20.

In addition, the First Amended Plan explained some of the actions taken by the parties during the course of the bankruptcy proceeding:

Since the Petition Date, and in some degree before it, the Debtor (and the Trustee post-petition) have worked to enhance the Debtor’s operation and find a way to restructure the indebtedness and enable the Debtor to obtain the additional cattle that the Debtor believes is necessary to operate the farming operation at a profitable level while paying its creditors 100 cents on the dollar. This has been accomplished in large part due to the fact that the herd has stabilized through managed culling of the cattle, sale of calves and the purchase and lease of additional cattle.

Id. at 21.

Under the First Amended Plan, the following classes of creditors were unimpaired: Administrative Claims (Class 1); Secured Claim Kubota (Class 6); Secured Claim of PH Financial Services, Inc. (Class 7); and Secured Claim of Don Martin & Sons, Inc. (Class 8). On the other hand, the following classes of creditors were impaired under the Plan: Secured Claims of Bank of America (Class 2); Secured Claim of the IRS (Class 3); Secured Claim of the Sanilac County Treasurer (Class 4); Secured Claim of the USDA (Claim 5); Priority Claim of the IRS (Class 9); and General Unsecured Claims (Class 10).

Pursuant to Section VII of the First Amended Plan — entitled Execution and Implementation of Plan — the parties provided that the Bankruptcy Court would retain jurisdiction to address all matters arising out of or related to the Plan. See id. at 33-34 (“the Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of, or related to, the Chapter 11 Cases and the Plan pursuant to Sections 105(a) and 1142 of the Bankruptcy Code”).

B

On January 25, 2012, Sunshine and Moohaven entered into a cow leasing agreement (the “Lease” or “leasing agreement”), which Moohaven signed but Sunshine did not sign. Pl.’s Mot. Ex. A at 4, ECF No. 47. The Lease provided that Sunshine would lease 240 cows to Mooha-[774]*774ven for $13,056 per month for 48 months. Id. at 1. Moohaven could not cancel or terminate the Lease. Pl.’s Mot. Ex. A ¶ 4. Sunshine retained ownership of both the cows and any offspring of the cows. Id. ¶ 13. Upon expiration or default of the Lease, Moohaven agreed to return the cows to Sunshine. Id. ¶ 14. Moohaven agreed to maintain the herd at 240 cows at all times. Pl.’s Mot. Ex. A (Ex. B).

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Bluebook (online)
13 F. Supp. 3d 770, 83 U.C.C. Rep. Serv. 2d (West) 465, 2014 WL 1509573, 2014 U.S. Dist. LEXIS 52294, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sunshine-heifers-llc-v-moohaven-dairy-llc-mied-2014.