Reverend C.T. Walker Hous. Dev. Fund Corp. v. City of N.Y.
Reverend C.T. Walker Hous. Dev. Fund Corp. v. City of N.Y.
Opinion of the Court
Appellant Reverend C.T. Walker Housing Development Fund Corporation ("C.T. Walker") appeals from orders of the Bankruptcy Court for the Eastern District of New York denying C.T. Walker's motion to sell real property located at 181 West 135th Street in New York City ("the Property") and granting its motion to lift the *536automatic stay provided by
I
The relevant facts are not in dispute. C.T. Walker had owned the Property since the late 1980s, and it rented the bottom floor to the YMCA, which operated a Youth Center there. In 1987, the New York City Department of Housing Preservation and Development ("HPD") agreed to fund the development of the Property for low-income housing. Those funds were conditioned on C.T. Walker's agreement to covenants partially restricting the Property's use for 20 years to low-income, rent-stabilized housing units. C.T. Walker was able to provide these benefits, in part, thanks to a property tax exemption from the City. However, sometime before C.T. Walker filed its petition, the exemption expired, and the City declined to renew it. In the following years, C.T. Walker fell behind on several obligations, including its property taxes. In 2013 and 2015, the City sold tax lien certificates to the Bank of New York Mellon, giving the Bank the right to foreclose on the Property pursuant to those liens. The Bank assigned the certificates to two trusts, Appellees NYCTL 1998-2/MTAG and NYCTL 2015-A (collectively, "Trusts"). The Trusts initiated foreclosure proceedings, and the state court issued a Judgment of Foreclosure and Sale on January 15, 2016. At a public auction held on March 2, 2016, non-party Avraham Dishi placed the winning bid for the Property at $10.5 million and, in accordance with the Terms of Sale, deposited $1.15 million with the court-appointed Referee. On March 24, 2016, Dishi assigned his winning bid and the Terms of Sale to Appellee 181 West 135th LLC ("181 West"), an entity he created with the two second-highest bidders apparently for the sole purpose of the transaction. 181 West sought three adjournments of the closing date and a reduction in sale price, attributing the delay in part to the difficulty of obtaining title insurance due to the restrictive covenants. The Trusts agreed to the first two adjournments but refused to agree to a third or to reduce the sale price.
On May 4, 2016-one day before the scheduled closing date-181 West filed a Chapter 11 bankruptcy petition in the Eastern District of New York.
C.T. Walker filed a separate Chapter 11 bankruptcy petition in the Eastern District on July 7, 2016, continuing to possess and conduct business on the Property as a debtor in possession.
On April 4, 2017, the bankruptcy court issued two orders, one denying the sale motion in the C.T. Walker Proceeding and *537the other granting relief from the stay in the 181 West Proceeding. It explained these decisions in a March 29, 2017 bench ruling.
As to the sale motion, the bankruptcy court held that, under New York law, the Property was not part of C.T. Walker's bankruptcy estate because the public auction extinguished C.T. Walker's equity of redemption before C.T. Walker filed its bankruptcy petition. See App'x to Appellant's C.T. Walker Br. at CTAPP-202-07.
As to the motion for relief from the stay, the bankruptcy court reasoned that (1) 181 West had no equity in the bid deposit, its sole asset, because it had failed to close on the Property; (2) there would be no bankruptcy sale of the Property in the C.T. Walker Proceeding; and (3) the bid deposit was not necessary for an effective reorganization of 181 West.
C.T. Walker timely appealed both orders.
II
A. Order Denying C.T. Walker's Motion to Sell the Property
This Court reviews the bankruptcy court's "conclusions of law de novo, and findings of fact under a clearly erroneous standard." In re Ionosphere Clubs, Inc. ,
Under
Here, C.T. Walker had no cognizable "legal or equitable interests" in the Property at the time it filed the bankruptcy petition. First, C.T. Walker lost any interest in the Property by operation of the Judgment of Foreclosure and Sale. It explicitly provided that "after the filing of [the] notice of pendency of this action," the foreclosure defendants-including C.T. Walker-were "forever barred and foreclosed of all right, claim, lien, title, interest and equity of redemption" in the Property. App'x to Appellant's 181 West Br. at 181APP-142. The notice of pendency was filed on April 11, 2014.
*538Second, even if the Judgment of Foreclosure and Sale had left C.T. Walker with an equity of redemption, New York law provides that it was extinguished by the foreclosure sale. Under New York Real Property Tax Law § 1194, the purchaser of a delinquent tax lien "may foreclose the lien as in an action to foreclose a mortgage." In such an action, the equity of redemption "allows property owners to redeem their property by tendering the full sum at any point before the property is actually sold at a foreclosure sale. " NYCTL 1999-1 Tr. v. 573 Jackson Ave. Realty Corp. ,
C.T. Walker's arguments to the contrary are unavailing. First, it argues that the equity of redemption expires not with the public auction but with the conveyance of the deed, citing Nutt v. Cuming ,
C.T. Walker cites M & T Real Estate and other cases for the proposition that "the consummation of a foreclosure sale takes place upon the delivery and acceptance of the deed." Appellant's C.T. Walker Br. at 17. However, "consummation of the sale" is a statutory phrase used in New York Real Property Actions and Proceedings Law § 1371(2), see M & T Real Estate ,
Next, C.T. Walker contends that the Property is part of the estate because it maintains an equitable right of possession. However, as the court held in Rodgers , limited possession is an "incident of ownership" insufficient to bring the Property into the estate. In re Rodgers ,
*539Finally, C.T. Walker argues that, contrary to the bankruptcy court's reasoning, the Referee's custodial ownership of the Property is not sufficient to remove it from the estate. However, it was the pre-petition foreclosure sale, not the Referee's custody of the Property, that extinguished C.T. Walker's equity of redemption and prevented the Property from falling into the bankruptcy estate.
Because the Property was not part of the bankruptcy estate, the bankruptcy court did not err in denying the motion to sell the Property.
B. Order Granting Relief from the Automatic Stay
The bankruptcy court also did not err by granting relief from the automatic stay in the 181 West bankruptcy proceeding.
Here, 181 West abandoned all equity in the property by failing to close the sale. And because 181 West is left with only the bid deposit as an asset, there is no reorganization necessary. Therefore, the bankruptcy court correctly held that both elements of § 362(d)(2) are met.
C.T. Walker admits as much in its brief: "On its face ... it is apparent that [both factors are met]." Appellant's 181 West Br. at 14. It argues, however, that as a third party,
Regardless, C.T. Walker's argument is contingent on its related argument that it retains a legal and equitable interest in the foreclosed property. However, as explained above, C.T. Walker's interest in the property was extinguished by the foreclosure sale.
Therefore, the bankruptcy court did not abuse its discretion by lifting the stay.
III
For the foregoing reasons, the bankruptcy court's orders are affirmed.
SO ORDERED.
Although the appeals were filed under separate dockets, the background and issues are sufficiently similar for the Court to dispose of both appeals in a single order. The Clerk is therefore directed to enter this Memorandum and Order in docket numbers 17-cv-2323 and 17-cv-2438.
See E.D.N.Y. Bankr. No. 16-41960.
See E.D.N.Y. Bankr. No. 16-43014.
Section 363(b)(1) provides that "[t]he trustee, after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate...."
The Court refers to C.T. Walker's appellate brief filed in docket number 17-cv-2323 as "Appellant's C.T. Walker Brief" and its appellate brief filed in docket number 17-cv-2438 as "Appellant's 181 West Brief."
Although C.T. Walker's briefs make no mention of the language in the Judgment of Foreclosure and Sale, the Court may affirm on any basis apparent in the record. See Thyroff v. Nationwide Mut. Ins. Co. ,
Furthermore, as Judge Vitaliano recently observed, "[w]hether or not formally and expressly, it is clear that decades of modern New York case law have overruled Nutt with respect to the pertinent principle [that the equity of redemption is extinguished by the conveyance of the deed, not the foreclosure sale]." United States v. Chesir ,
The automatic stay only applies to "property of the estate,"
While C.T. Walker is the debtor in its own bankruptcy action, the order granting relief from the automatic stay was issued in the 181 West bankruptcy proceeding.
Appellant also argues that the bankruptcy court improperly granted relief from the stay under
Reference
- Full Case Name
- REVEREND C.T. WALKER HOUSING DEVELOPMENT FUND CORPORATION v. CITY OF NEW YORK and its Agencies, NYC Economic Development Corporation, 181 West 135th LLC, NYCTL 1998-2 and 2015-A Trusts, Bank of New York Mellon as Collateral Agent and Custodian
- Cited By
- 1 case
- Status
- Published