In the Matter of: Mortgages Ltd., No. 12-15229 (9th Cir. 2014)
Annotate this CaseMortgages Ltd. filed for Chapter 11 bankruptcy and ML Manager subsequently managed and operated the loans left in Mortgages Ltd.'s portfolio. After the bankruptcy court confirmed the bankruptcy plan, ML Manager sought to sell some of the loans in Mortgages Ltd.'s portfolio. Rev Op Group, pass-through investors, objected to the sales. The bankruptcy court ruled that Rev Op Group's denials of allegations in ML Manager's complaint were implausible and held that Rev Op Group investors had executed the agency agreement at issue with ML Manager. The bankruptcy court denied Rev Op Group's motion for partial summary judgment, ruling that ML Manager had an agency coupled with an interest and that ML Manager was properly assigned the agency agreements at issue. ML Manager subsequently moved to sell two other properties and the bankruptcy court overruled Rev Op Group's objections, approving the property sales. Rev Op Group appealed and the district court affirmed. The court concluded that the Declaratory Judgment is not equitably moot where Rev Op Group diligently pursued its rights by seeking a stay of the Declaratory Judgment Order, even though it was unable to obtain the stay. Modification of the order would not inequitably affect innocent third parties although substantial consummation of the bankruptcy plan has occurred. The court also concluded that both the bankruptcy and district court erred by effectively resolving factual allegations in Rev Op Group's denials on the merits, instead of reviewing them for legal sufficiency. Accordingly, absent bad faith, the court reversed the bankruptcy court's determination in its Declaratory Judgment that each member of the Rev Op Group had executed the agency agreements, and was to be bound to those agreements.
Court Description: Bankruptcy. The panel reversed the bankruptcy court’s declaratory judgment that ML Manager LLC had agency authority to sell property of the bankruptcy estate of Mortgages Ltd. Pursuant to the confirmed Chapter 11 plan of reorganization of Mortgages Ltd., a private lender for certain real estate investments in Arizona, ML Manager was the manager of the loans left in Mortgages Ltd.’s portfolio. Mortgages Ltd. raised money from investors to extend loans to real estate purchasers, secured by the purchased real estate, and acted as servicing agent for the loans and properties. The investors received pass-through fractional interests in the real estate that secured the loans and the resulting loan payments. They acquired an actual interest in each underlying loan. Rev Op Group, a group of pass-through investors, objected to ML Manager’s proposed sale of some of the loans. The bankruptcy court held that these investors had executed an agency agreement with ML Manager, which had an agency coupled with an interest that was irrevocable under Arizona law. The panel held that the appeal from the declaratory judgment was not equitably moot because Rev Op Group sought a stay and was diligent. In addition, even though substantial consummation of the plan had occurred, the panel could fashion effective relief because modification of the declaratory judgment would not inequitably affect innocent third parties, and the bankruptcy court on remand would be able to devise an equitable remedy. The panel held that the bankruptcy court erred in concluding that Rev Op Group was bound to the agency agreements because the Group denied in its answer that its investors had signed any documents that included the agency provisions. The panel held that under the federal pleading rules, a court cannot disregard statements in a pleading unless the court specifically determines that the statement was made in bad faith under Federal Rule of Civil Procedure 11, or should be struck under Rule 12(f). Accordingly, the bankruptcy court erred in rejecting Rev Op Group’s denials as implausible. The panel reversed the bankruptcy court’s declaratory judgment and remanded the case.
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