Webster Place Athletic Club, LLC v. Ramco-Webster Place, LLC (In re Webster Place Athletic Club LLC)
Webster Place Athletic Club, LLC v. Ramco-Webster Place, LLC (In re Webster Place Athletic Club LLC)
Opinion of the Court
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
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. ,
*24Second, Defendant argues that Plaintiff's contention that jurisdiction exists in absence of diversity of citizenship is incorrect. Plaintiff argues that, pursuant to
On January 24, 2019, Plaintiff filed its Response to the Motion. [Dkt. No. 20.] It asserts that Defendant's actions in failing to provide free parking and maintain the Shopping Center have been detrimental to is business and has resulted in the loss of customers. Plaintiff believes that this Court has jurisdiction pursuant to
Next, Plaintiff reasserts its argument that there is diversity of citizenship and therefore jurisdiction on that basis as well. It argues that Defendant's assertion that the sole member of the Limited Partnership, the REIT entity, is in fact a Maryland corporation and should not be considered a citizen of Illinois because of the citizenship of its members. Plaintiff bases this argument on the fact that in the Supreme Court's Americold decision the REIT in question was unincorporated. For incorporated REITs, like the sole member of the Limited Partnership in this case, the Americold decision is silent. Americold ,
Additionally, Plaintiff argues that neither Section 1334(c)(2) nor Section 1452(b)'s abstention provisions apply. Plaintiff asserts that mandatory abstention is not required in this case because claims that Defendant seeks to remand are core proceedings, diversity jurisdiction exists as a separate basis for jurisdiction, and the case cannot be timely adjudicated in state court. In re DeMert & Dougherty, Inc. ,
Defendant filed its Reply on January 31, 2019. [Dkt. No. 24.] Defendant first reiterates its argument that Plaintiff has failed to establish its burden that diversity jurisdiction exists. Peirick,
Moreover, Defendant argues that Plaintiff has not provided an adequate basis for any other type of jurisdiction. The claims Plaintiff has removed are not "core proceedings" in bankruptcy. The rescission action was filed in a state court, before the Chapter 11 case was ever filed. Defendant argues that a proceeding only "arises in" a bankruptcy proceeding when, "it has no existence outside of the bankruptcy." In re Soszynski ,
Additionally, Defendant reiterates its argument that mandatory abstention is required in this case.
Plaintiff's final argument, that the state court could not timely adjudicate this matter, is also incorrect, asserts Defendant. The generalized statistics that Plaintiff refers to in its Response [Dkt. 12], showing that the Circuit Court of Cook County would require 32.2 months to reach a verdict are too broad. Defendant contends that the Chancery Division of the Circuit Court, where the case has been consolidated (and where no jury demand has yet been made) resolves more than 25% of its cases within three months. [Dkt. No. 24, Exh. C.] Moreover, courts in this circuit have found that although, "the state court is busy," that does not mean that, "for purposes of its adjudication," it cannot be timely. Bgc Partners, Inc., v. Avison Young (Canada), Inc. ,
Finally, Defendant argues that even if mandatory abstention is not required, the Court should equitably abstain. It reiterates its position that the state court has done considerable work, and notes that, in the interest of comity, particularly where issues are solely rooted in state law, courts have frequently remanded because of "the obvious expertise the Illinois courts have in adjudicating claims based on Illinois law." Baxter healthcare Corp. v. Hemex Liquidation Trust ,
JURISDICTION AND VENUE
When a state court action has been removed to a bankruptcy court under
DISCUSSION
I. Plaintiff Has Not Satisfied its Burden to Show Diversity Jurisdiction
As Defendant has indicated, the party that removes an action and invokes diversity jurisdiction bears the burden to establish complete diversity of the parties. Boyd v. Phoenix Funding Corp. ,
Plaintiff is incorrect. The corporate structure of the Defendant is undisputed. Ramco-Webster Place, LLC has one member, RPT Realty, L.P. a Delaware limited partnership. That Limited Partnership's general partner is a separate entity also known as RPT Realty (formerly known as the Ramco-Gershenson Realty Trust), the REIT entity. The REIT is organized under Maryland law. As its Articles of Restatement indicate, it is a REIT "formed under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland." [Dkt. 12, Exh. 6.] Under Title 8, "a real estate investment trust is an unincorporated business trust or association in which property is held and managed for the benefit and profit of any person who may become a shareholder ... [F]or purposes of diversity jurisdiction, [a real estate investment trust's] members include its shareholders." Americold ,
Plaintiff's argument to the contrary, that certain Maryland tax documents and information from the Maryland Secretary of State's website (attached to Plaintiff's Response as Exhibits C and D) indicate that the REIT is a corporation and thus not subject to the Supreme Court's Americold decision, is unpersuasive. The evidence that Plaintiff cites, some letter from the Maryland Department of Assessments and Taxation and a webpage on the Secretary of State's website, carry very little weight. It is unclear why those organizations describe the REIT as a corporation when such description runs counter to the organizing documents of the REIT itself and the plain language Maryland statute. Nevertheless, the organizing documents of the REIT the Maryland statute, and the sworn declaration of one of Defendant's officers, Vincent Chao, accurately describe what the REIT is: an unincorporated association organized under Maryland law for the benefit of its shareholders. And as the declaration of Vincent Chao (attached as Exhibit 5 to Defendant's Motion) avers, some shareholders of the REIT entity are citizens of Illinois. Therefore, under the Supreme Court's Americold decision, the REIT is a citizen of Illinois as well.
Plaintiff also makes the argument that in previous court filings, Ramco-Gershenson Properties Trust has indicated that it is a "foreign profit corporation," or a citizen "of the State of Michigan." [Dkt. No. 20, Exhs. E & F.] Plaintiff argues that these are judicial admissions that preclude Defendant from arguing to the contrary in this case. Chow v. Aegis Mortg. Corp. ,
*28Higgins v. Mississippi ,
II. Plaintiff has Not Demonstrated Any Other Basis for Federal Jurisdiction
Plaintiff asserts in its notice of removal that the state court action is removable pursuant to
A. The Court Must Mandatorily Abstain Pursuant to
Plaintiff's alternative basis for federal jurisdiction is derived from
"(2) Upon timely motion of a party in a proceeding based upon a State law claim or State law cause of action, related to a case under title 11 but not arising under title 11 or arising in a case under title 11, with respect to which an action could not have been commenced in a court of the United States absent jurisdiction under this section, the district court shall abstain from hearing such proceeding if an action is commenced, and can be timely adjudicated, in a State forum of appropriate jurisdiction."
1. Plaintiff's Claims Do Not "Arise In" the Chapter 11 Case
"A proceeding 'arises in' bankruptcy only if it has 'no existence outside of the bankruptcy.' " In re Repository Technologies, Inc. ,
The case law weighs heavily in favor of mandatory abstention and remand to state court. The state law claim in this case, rescission of the contract, is clearly a noncore proceeding within the meaning of the Bankruptcy Code.
The only factor that is truly in dispute is whether the instant adversary proceeding can be adjudicated in a timely manner in a state court. Plaintiff contends that the Circuit Court of Cook County is dealing with an approximately 35-month delay on cases and is a "congested forum." Hale v. Odman ,
The parties have presented conflicting evidence on the question of whether a state court could timely adjudicate the case. Absent directly applicable Seventh Circuit authority, courts in this circuit have approached the problem in two ways. One approach is to recognize that the party proposing mandatory abstention "bears the burden of presenting affirmative evidence, not mere arguments, supporting the proposition that the state court can timely adjudicate the claims." Bgc Partners, Inc. v. Avison Young (Canada), Inc. ,
The majority of courts appear to favor a holistic approach, and in this case, the factors suggest that the case can be timely adjudicated in state court. The statistics cited by Defendant indicate that the case could be resolved much more quickly than the nearly 35-month figure cited by Plaintiff. And although adjudication of the instant proceeding would necessarily delay the bankruptcy proceeding to some extent, there is no guarantee that the case would actually move more quickly in this Court. On the contrary, because this Court is dealing only with the rescission claim, and *30the two other related lawsuits remain pending in the Circuit Court of Cook County, judicial economy favors remand so that all claims of both parties may be heard together.
2. Plaintiff's Claims Are Not "Related To" the Chapter 11 Case
As discussed above,
Plaintiff correctly claims that proceedings that "could affect the amount of property available for distribution to creditors," have been considered "related to" underlying bankruptcy cases. In re Edwards ,
However, Plaintiff's argument is not nearly as clear cut as it asserts. Even assuming Plaintiff wins on its rescission claim, as Defendant has indicated, Plaintiff sought only equitable relief in the Amended Complaint filed in the Circuit Court of Cook County and removed here. While Plaintiff has a Motion pending to further amend the Complaint before this Court, there is no guarantee that such a Motion would be granted. Additionally, the interaction between the instant rescission lawsuit and the two other lawsuits filed by Defendant in the state court are unclear. Whether Plaintiff or Defendant are entitled to an offset against each others' claims due to a breach of contract and whether Plaintiff should be evicted from the property are still open questions pending before the Circuit Court of Cook County.
Could the instant adversary proceeding "affect the amount of property available for distribution to creditors"? Edwards ,
B. Equitable Abstention is Also Warranted Under these Facts
Even assuming Plaintiff is correct and diversity jurisdiction or jurisdiction under
"(1) the effect or lack thereof on the efficient administration of the estate if a Court recommends abstention, (2) the extent to which state law issues predominate over bankruptcy issues, (3) the difficulty or unsettled nature of the applicable law, (4) the presence of a related proceeding commenced in state court or other nonbankruptcy court, (5) the jurisdictional basis, if any, other than28 U.S.C. § 1334 , (6) the degree of relatedness or remoteness of the proceeding to the main bankruptcy case, (7) the substance *31rather than form of an asserted "core" proceeding, (8) the feasibility of severing state law claims from core bankruptcy matters to allow judgments to be entered in state court with enforcement left to the bankruptcy court, (9) the burden of [the bankruptcy court's] docket, (10) the likelihood that the commencement of the proceeding in bankruptcy court involves forum shopping by one of the parties, (11) the existence of a right to a jury trial, and (12) the presence in the proceeding of nondebtor parties."
Matter of Chicago, Milwaukee, St. Paul & Pac. R. Co. ,
The factors articulated by the Seventh Circuit weigh heavily in favor of equitable remand. The resolution of all claims between Plaintiff and Defendant, including those that still pend before the Circuit Court of Cook County, would aid in the efficient administration of the Chapter 11 bankruptcy case, rather than hinder it. The rescission action is strictly a state law issue. While the state law at issue is not unsettled, the multiple, overlapping lawsuits do present some difficulty. The existence of those related proceedings in state court also weigh in favor of abstention. As discussed above, there is no other jurisdictional basis for this proceeding to be in this Court. Likewise, it has already been explained above that the instant adversary proceeding is attenuated and only tangentially relevant to the Chapter 11 bankruptcy case. Though purported to be a "core" proceeding, the rescission action is purely a state law issue and is noncore within the meaning of
Therefore, even if some independent basis for jurisdiction had existed, abstention and remand pursuant to
CONCLUSION
For each of the several reasons articulated in the above opinion, including Plaintiff's failure to establish sufficiently that diversity jurisdiction or some alternative theory of federal jurisdiction exists in this case, and because Defendant has established sufficiently a basis for both mandatory and equitable abstention, Defendant's Motion to Remand will be granted by separate order to be entered concurrently herewith.
Reference
- Full Case Name
- IN RE: WEBSTER PLACE ATHLETIC CLUB LLC, Debtor. Webster Place Athletic Club, LLC v. Ramco-Webster Place, LLC
- Cited By
- 3 cases
- Status
- Published