In re Premier Golf Props., LP
Citation | 564 B.R. 660 |
Decision Date | 27 May 2016 |
Docket Number | BANKRUPTCY NO. 15–01068–CL11 |
Parties | IN RE: PREMIER GOLF PROPERTIES, LP, Debtor. |
Court | United States Bankruptcy Courts. Ninth Circuit. U.S. Bankruptcy Court — Southern District of California |
Darvy Mack Cohan, La Jolla, CA, Jack Fitzmaurice, Fitzmaurice & Demergian, Chula Vista, CA, for Debtor.
Garrick A. Hollander, Peter W. Lianides, Winthrop Couchot, P.C., Newport Beach, CA, Richard M. Kipperman, La Mesa, CA, for Trustee.
Haeji Hong, Office of the U.S. Trustee, San Diego, CA, for United States Trustee.
IT IS HEREBY ORDERED as set forth on the continuation page(s) attached, numbered two (2) through forty-nine (49).
The court has considered Premier Golf Properties, LP, Edgewood Distributors & Management, Inc., R.H. Rodriguez, Inc., and Premier Golf Property Management, Inc.'s (collectively, "Debtor") combined motion for reconsideration and supplemental objections to Cottonwood Cajon ES, LLC's ("Claimant") proof of claim number 10–1 (the "Claim"), Claimant's opposition, Debtor's reply, the respective supporting evidence, its own docket, and the parties' oral argument at the hearing on this matter. For the following reasons, the court: (1) overrules without prejudice Debtor's objection that the Claim is overstated; and (2) overrules the remainder of the claim objection.
The parties are familiar with the material facts. Debtor owns and operates a golf course and related concerns in Rancho San Diego. On December 21, 2007, Debtor gave Far East National Bank ("FENB") a $11,500,000 promissory note (ECF No. 193–1, p. 1). On December 24, 2007, the parties entered into a loan agreement evidencing the promissory note and underlying obligation (ECF No. 193–1, pp. 21–45) (the "Loan Agreement"). Henry Gamboa ("Mr. Gamboa") personally guaranteed the loan, promissory note, and the Loan Agreement. A first position trust deed secures Debtor's obligations under the Loan Agreement and promissory note. On December 24, 2007, as additional security for the loan, the parties executed a security agreement in FENB's favor (ECF No. 193–1, pp. 10–17) (the "Security Agreement"). Under the Security Agreement's terms, all of Debtor's present and future obligations owed to FENB are secured by all of its present and after-acquired personal property. In relevant part, the Loan Agreement provides:
The Loan Agreement. Section 8.1 sets forth 12 independent "events of default," including:
Id . In addition, § 9.9 provides that the covenants and agreements contained in the loan documents shall bind both Debtor and FENB's successors and assigns. Id . Both parties' representatives signed the Loan Agreement. A February 1, 2010 amendment to the Loan Agreement and promissory note extended the note's maturity date to March 24, 2010.
On March 25, 2010, Debtor defaulted under the Loan Agreement by, inter alia , failing to repay the entire outstanding balance by the maturity date. FENB then took steps to foreclose on the property. On January 28, 2011, Debtor responded by bringing a complaint against FENB in San Diego County Superior Court (Case No. 37–2011–00065341–CU–BT–EC) seeking an injunction preventing FENB from foreclosing (the "State Court Action"). Debtor submitted a voluntary Chapter 11 petition on May 2, 2011 (Case No. 11–07388–PB11) (the "First Bankruptcy Case"). On April 16, 2012, after receiving stay relief, FENB responded with a cross-complaint against Mr. Gamboa for breach of the guaranty.
The First Bankruptcy Case remained pending for slightly under three years before its May 26, 2014 dismissal, but Debtor never confirmed a plan. The case was dismissed by a March 18, 2014 stipulation between Debtor and FENB. But the decision to dismiss it arose from a December 23, 2013 Settlement and Release Agreement (ECF No. 193–1, pp. 2–9) (the "Settlement Agreement")—not to be confused with the July 10, 2015 Forbearance and Settlement Agreement between Debtor and Claimant that was the subject of extensive litigation in the present case (ECF No. 79–1) (the "Forbearance Agreement").
In relevant part, the Settlement Agreement states that Debtor defaulted under the Loan Agreement on March 25, 2010 by, viz ., failing to repay the entire outstanding balance of the loan upon maturity. In addition, the parties agreed that the total amount Debtor or Mr. Gamboa owed FENB as of November 18, 2013 was $15,379,362.49, consisting of $10,874,610.79 in principal, plus $3,082,144.61 in interest, and $1,422,607.09 in legal fees and costs (the "Total Indebtedness"). Further:
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