Swan Pediatric Dental, LLC v. Benjamin Hulse

CourtBankruptcy Appellate Panel of the Tenth Circuit
DecidedNovember 8, 2022
Docket22-001
StatusPublished

This text of Swan Pediatric Dental, LLC v. Benjamin Hulse (Swan Pediatric Dental, LLC v. Benjamin Hulse) is published on Counsel Stack Legal Research, covering Bankruptcy Appellate Panel of the Tenth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Swan Pediatric Dental, LLC v. Benjamin Hulse, (bap10 2022).

Opinion

BAP Appeal No. 22-1 Docket No. 33 Filed: 11/08/2022 Page: 1 of 26

NOT FOR PUBLICATION 1 UNITED STATES BANKRUPTCY APPELLATE PANEL OF THE TENTH CIRCUIT _________________________________

IN RE BENJAMIN RODNEY HULSE, BAP No. UT-22-001

Debtor.

__________________________________ Bankr. No. 21-20084 SWAN PEDIATRIC DENTAL, LLC and Adv. No. 21-02038 MATTHEW SWAN, Chapter 7

Plaintiffs - Appellees,

v.

BENJAMIN RODNEY HULSE, OPINION

Defendant - Appellant. _________________________________

Appeal from the United States Bankruptcy Court For the District of Utah _________________________________

Before SOMERS, LOYD, and PARKER, Bankruptcy Judges. _________________________________

SOMERS, Bankruptcy Judge. _________________________________

1 This unpublished opinion may be cited for its persuasive value, but is not precedential, except under the doctrines of law of the case, claim preclusion, and issue preclusion. 10th Cir. BAP L.R. 8026-6. BAP Appeal No. 22-1 Docket No. 33 Filed: 11/08/2022 Page: 2 of 26

An arbitrator concluded Dr. Benjamin Hulse not only breached a contract with Dr.

Matthew Swan, but also defamed him, awarding $345,000 in damages “for breach of

contract and defamation,” plus attorneys’ fees and costs of $310,739. 2 After Dr. Hulse

filed a chapter 7 bankruptcy petition, Dr. Swan filed a nondischargeability action against

Dr. Hulse, alleging, as pertinent here, willful and malicious intentional monetary injury

under 11 U.S.C. § 523(a)(6) because of the defamation. 3 There is no doubt Dr. Swan has

a valid prepetition debt against Dr. Hulse based, at least in part, on defamation. But

because this Panel concludes the Bankruptcy Court granted summary judgment on

disputed facts and short-circuited the determination of whether the debt—and what

portion of it—stems from willful and malicious injury within the meaning of § 523(a)(6),

we reverse the Bankruptcy Court’s judgment of nondischargeability for Dr. Swan.

I. Background

On December 19, 2018, Dr. Hulse executed an Asset Purchase Agreement with

Dr. Swan, wherein Dr. Hulse agreed to sell his dental practice assets to Dr. Swan,

effective December 31, 2018, for $1,435,000, of which $1,076,200 was for the goodwill

of two dental offices. Dr. Swan did not purchase Dr. Hulse’s accounts receivable, but

there were multiple terms within the Asset Purchase Agreement concerning collection

2 Final Award at 2-3, in Appellant’s App. at 22-23. The arbitration award was entered against Hulse Dentistry, LLC and now-Defendant/Appellant Dr. Hulse and in favor of now-Plaintiffs/Appellees Dr. Swan and Swan Pediatric Dental, LLC. For ease of discussion, herein we will refer to Debtor/Defendant/Appellant as Dr. Hulse, and to Plaintiffs/Appellees as Dr. Swan. 3 All future references to “Code,” “Chapter,” “Section,” and “§” are to the Bankruptcy Code, Title 11 of the United States Code, unless otherwise indicated.

2 BAP Appeal No. 22-1 Docket No. 33 Filed: 11/08/2022 Page: 3 of 26

and remittance of the payments on the accounts receivable. The Asset Purchase

Agreement also contained an arbitration provision.

In January 2019, the parties worked together to permit Dr. Hulse to remove certain

personal items from the dental practice. Collection efforts began on the outstanding

accounts receivable. Mid-way through 2019, the parties’ relationship soured. Dr. Swan

claims he learned Dr. Hulse failed to collect on certain accounts for many months prior to

the sale of the dental practices, failed to account for certain payments on other accounts,

and failed to keep accurate patient records. Dr. Swan also alleges Dr. Hulse fraudulently

altered certain accounts in May 2019, when he was given access to the records, to

increase the amount due him. Further, Dr. Swan contends Dr. Hulse violated the Asset

Purchase Agreement when he sent collection letters to certain patients in July 2019 yet

failed to indicate that Dr. Hulse was acting on his own behalf and not Dr. Swan’s. Dr.

Hulse disputes these allegations and makes his own allegations of fraud against Dr.

Swan.

On August 29, 2019, Dr. Hulse filed a state court complaint against Dr. Swan. Dr.

Swan then filed a demand for arbitration, and on October 18, 2019, the state court case

was stayed and the parties were ordered to arbitration.

In October 2019, Dr. Swan discovered certain explicit images of Dr. Hulse’s

fiancée on the dental practice computers. By that point, Dr. Swan had also learned that

Dr. Hulse was being investigated for improper sexual touching at the dental offices,

which caused allegations of a hostile work environment. Dr. Swan told Dr. Hulse he was

concerned about the goodwill of the practice he purchased, noting the photos and

3 BAP Appeal No. 22-1 Docket No. 33 Filed: 11/08/2022 Page: 4 of 26

allegations. In November 2019, Dr. Hulse made a post to his Facebook account that he

said was for “friends only.” In the Facebook post, among other things, Dr. Hulse accused

Dr. Swan of being “incredibly dishonest,” “hiding money,” “illegal actions,”

“blackmail,” and “lacking in integrity.” 4 The private versus public nature of the post is

debated. 5 Unsurprisingly, this November 2019 social media post did nothing to ease the

parties’ disputes. 6

4 Motion for Summary Judgment on Count 1 of Complaint to Determine Dischargeability of Debt at Exhibit 2, in Appellant’s App. at 199. The full text of the post is as follows: Friends only, so not breaking any rules, but I’ll still be vague. I’ve had to sue somebody – crazy to me since its [sic] not my personality and never thought I’d be here or be in a lawsuit ever. But the doctor that bought the practices I sold at the end of last year is so incredibly dishonest I have to say something. From his hiding money, outright illegal actions, and, recently, personal blackmail, I was pretty much forced into this. I’ve never met somebody entirely lacking in integrity while I’ve been in business and it’s depressing. To those that have been affected by this, from the business and accounting, I am so very sorry. If you know somebody with this complaint you can explain, since legal restraints make it hard for me to do anything (this experience is a learning process about the legal system for sure). This is a way of trying to get people out of this and make him cover and answer for things he has done. 5 In testimony at the arbitration hearing, Dr. Hulse referred to the post as “a private Facebook post to my friends.” Arbitration Day 2 Transcript of July 09, 2020 at 391, in Appellant’s App. at 95. In Dr. Swan’s nondischargeability complaint, Complaint at 6, in Appellee’s App. at 214, and in his motion for summary judgment in the Bankruptcy Court, Motion for Summary Judgment on Count 1 of Complaint to Determine Dischargeability of Debt at 1, in Appellant’s App. at 131, Dr. Swan referred to the post as a “public post to [Dr. Hulse’s] Facebook page.” In Dr. Hulse’s motion for summary judgment in the Bankruptcy Court, Dr. Hulse referred to the post as follows: “Dr. Hulse posted to his friends and family (not publicly, though he wishes he had), his frustration.” Motion for Summary Judgement to Discharge Debt at 2, in Appellant’s App. at 37. Dr. Hulse used this same language in his opposition to Dr. Swan’s motion for summary judgment. Memorandum Opposing Motion at 3, in Appellant’s App. at 303. 6 The parties apparently argued about the need for Dr. Swan to retain the photos as evidence for some months afterward.

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