Webster Place Athletic Club, LLC v. Ramco-Webster Place, LLC (In re Webster Place Athletic Club LLC)

599 B.R. 20
CourtUnited States Bankruptcy Court, N.D. Illinois
DecidedFebruary 28, 2019
DocketBankruptcy No. 18 B 30466; Adversary No. 18 A 916
StatusPublished
Cited by3 cases

This text of 599 B.R. 20 (Webster Place Athletic Club, LLC v. Ramco-Webster Place, LLC (In re Webster Place Athletic Club LLC)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, N.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Webster Place Athletic Club, LLC v. Ramco-Webster Place, LLC (In re Webster Place Athletic Club LLC), 599 B.R. 20 (Ill. 2019).

Opinion

Jack B. Schmetterer, United States Bankruptcy Judge

Debtor-Plaintiff Webster Place Athletic Club, LLC ("Plaintiff") filed a notice of removal of the instant Adversary Complaint on November 20, 2018 [Dkt. No. 1] after filing of the underlying Chapter 11 bankruptcy case on October 30, 2018. Defendant-Creditor Ramco-Webster Place, LLC ("Defendant") filed the instant Motion to Remand on December 20, 2018 [Dkt. No. 12]. Defendant alleges that Plaintiff's removal of the case was defective for two reasons. First, contrary to Plaintiff's assertion in the notice of removal, it is argued that there is no basis for diversity jurisdiction under 28 U.S.C. § 1332. Second, in the absence of diversity jurisdiction, Movant contends that there is no alternative basis for removal of the Adversary Complaint to the bankruptcy court under 28 U.S.C. § 1334(c)(2).

For reasons articulated below, Defendant's Motion to Remand is granted.

UNDISPUTED FACTS

Plaintiff, the corporate Debtor in the underlying Chapter 11 bankruptcy case, is an Illinois corporation that owns and operates a high-end athletic club at 1455 West Webster Ave., Stores 4 and 5, in Chicago, Illinois (the "Leased Premises"). [Dkt. No. 1.] The Leased Premises are located within a 32,000 square foot mall, known as the Webster Place Shopping Center (the "Shopping Center") owned by Defendant.

*23[Dkt. No. 1.] Plaintiff executed the lease with Defendant's predecessor-in-interest, the prior owner of the shopping center, which Defendant purchased in February 2017. [Dkt. No. 1.] Since signing the lease, Plaintiff claims that it has invested a substantial amount of money in improving the Leased Premises and under the lease is to pay approximately $ 98,000 per month in rent. [Dkt. No. 1.]

The dispute underlying the removed Adversary Complaint stems from Plaintiff's allegations that Defendant has failed to live up to its obligations under the lease. Namely, Plaintiff asserts that Defendant has failed to provide free parking for its nearly 1,800 members and that it has failed to maintain the Shopping Center as a "first class" center. [Dkt. No. 1.] Plaintiff asserts that Defendant has not been maintaining the Shopping Center or investing additional money because it plans to demolish the Shopping Center and build residential units. [Dkt. No. 1.]

Based on this alleged refusal to comply with the lease, Plaintiff initiated a single-count action against Defendant in the Circuit Court of Cook County on March 30, 2018. [Dkt. No. 1.] That lawsuit sought the entry of a judgment against Defendant: (1) rescinding the lease and (2) requesting that the state court return the parties to the status quo ante , by refunding Plaintiff's investment in the facility of approximately $ 3,000,000.00, minus credit for depreciation. [Dkt. No. 1.]

In response, Defendant began drawing down a $ 600,000.00 letter of credit provided by Plaintiff as a security deposit on the basis that Plaintiff was not meeting its obligations under the lease by refusing to pay rent. Defendant then filed two separate actions against Plaintiff in the Circuit Court of Cook County, including a breach of contract lawsuit, No. 18-L-006130 (the "Contract Action") and an eviction proceeding, No. 18-M1-708898 (the "Eviction Action"). On July 10, 2018, the state court issued an order pursuant to 735 ILCS 5/2-1006, the Illinois Code of Civil Procedure, consolidating all three of the cases. Debtor did not remove either the Contract or Eviction Actions. [Dkt. No. 1.]

Defendant filed the instant Motion to Remand on December 20, 2018. [Dkt. No. 12.] Therein, Defendant sets forth two arguments. First, Plaintiff has failed to meet its burden by not providing any evidence that diversity jurisdiction exists in this case. Peirick v. Hooters of Am., Inc. , 2005 WL 2171184 at *2 (N.D. Ill. Aug. 31, 2005). The allegation Plaintiff makes in the notice of removal, that none of Defendant's members are citizens of Illinois, is unsupported. Moreover, Defendant asserts that it is a citizen of Illinois, by way of the citizenship of some of its members: Ramco-Webster Place is an LLC whose sole member, RPT Realty, L.P., is a Delaware limited partnership. The Seventh Circuit has stated that to determine the citizenship of a partnership, a court must look at the citizenship of all of its partners. Elston Inv., Ltd. v. David Altman Leasing Corp. , 731 F.2d 436, 439 (7th Cir. 1984). The general partner of RPT Realty, L.P., is RPT Realty a real estate investment trust ("REIT") organized under Maryland law. In Americold Realty Tr. v. Conagra Foods, Inc. , --- U.S. ----, 136 S.Ct. 1012, 1016, 194 L.Ed.2d 71 (2016), the Supreme Court held that a REIT organized under Maryland law assumes the citizenship of all of its shareholders. A declaration of the Vice President of the REIT, Vincent Chao, attached as Exhibit E to Defendant's Motion, indicates that the REIT does indeed have members who are citizens of Illinois. Therefore, Defendant argues, diversity jurisdiction cannot exist, because both Defendant and Plaintiff are citizens of Illinois.

*24Second, Defendant argues that Plaintiff's contention that jurisdiction exists in absence of diversity of citizenship is incorrect. Plaintiff argues that, pursuant to 28 U.S.C. § 1334(b), the bankruptcy court has jurisdiction "arising in" or "related to" this Chapter 11 bankruptcy case. However, Defendant notes that pursuant to 28 U.S.C. § 1334(c)(2), if a party makes a timely motion on a proceeding based upon a state law claim related to a Chapter 11 case, but not "arising under title 11 or arising in a case under title 11," the court mandatorily must abstain from hearing such a case. Here, Defendant argues that the Complaint brings purely state law claims that are non-core within meaning of the Bankruptcy Code, the matter was commenced in state court by the Plaintiff, and that the state court can timely adjudicate the matter. Bates & Rogers Const. Corp. v. Cont'l Bank, N.A. , 97 B.R. 905, 907 (N.D. Ill. 1989) ;

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Bluebook (online)
599 B.R. 20, Counsel Stack Legal Research, https://law.counselstack.com/opinion/webster-place-athletic-club-llc-v-ramco-webster-place-llc-in-re-webster-ilnb-2019.