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many of the behind-the-scenes throughout this case.

negotiations

However, Wright was not a creditor in the

case. He never actually interest in the Property or

acquired any ownership any equity position with

any buyer. had hoped

He primarily is a disgruntled broker who for an equity interest in the debtor and

who

is

now

trying

to

recover

something

from

WCI

for all of his efforts.

Wright’s

claims

for

damages/unjust

enrichment against WCI are not barred by the entry of the confirmation order in the debtor’s bankruptcy case. The claims alleged by Wright are based on WCI’s alleged breach of the Confidentiality Agreement it entered into with Wright prior to the time the debtor filed this bankruptcy case. The debtor was not a party to the agreement. WCI is a non- debtor entity who simply happens to have been the entity purchasing the Property. Whether WCI may have to pay damages to Wright for its alleged breach of the Confidentiality Agreement would have had no bearing on confirmation, although it may alter the amount WCI ultimately pays to acquire the Property. Again, Wright is only seeking damages for being cut out of the sale of the Property, he is not seeking to undo the sale of the Property. This difference is significant. Wright’s damages claims are only tangentially related to the sale of the Property.

to

The purpose of the confirmation process is inquire into the viability of the plan, “not the

conduct of unrelated 244 F.3d at 1300.

third parties.” Piper Aircraft, In this case, the confirmation

analysis was easy. The Third Amended Plan was a liquidating plan that merely required the Court to consider whether WCI could pay $25 million or not. No one suggested WCI lacked this financial ability, and, indeed, later events proved WCI was financially

able to fund the plan. Creditors were a substantial distribution went to

paid in equity

full, and interest

holders. liability

The fact that WCI

may

have a separate

to

Wright

under

the

Confidentiality

Agreement

was

not

relevant

to

the

Court’s

determination to confirm the plan at the time or now.

Nor was the Court’s finding that WCI was a

good-faith purchaser

from

suing

WCI

a ground to

under

the

later bar Wright Confidentiality

Agreement. The good-faith inquiry merely requires the Court to analyze the terms of the plan, the circumstances surrounding the plan, and whether the

plan was proposed in good faith.

The analysis does

not

require

a

bankruptcy

court

to

delve

into

past

business relationships between competing purchasers.

Wright

and

WCI,

as

7

Accordingly, the Court finds that Wright’s claims against WCI arising under the Confidentiality Agreement do not involve the same nucleus of operative facts as those considered during the confirmation process or that resulted in the

Confirmation Order. claims are between

Moreover, even though the two parties involved in Lost

Key’s Chapter liability, if any,

11 of

case, the determination of the WCI to Wright was not a factor

necessary

for

the

Court

to

consider

or

that

necessarily

should have been raised by the parties prior confirming the Third Amended Plan. As such, judicata does not bar Wright from continuing with

to res his

litigation Agreement.

against

WCI

on the

Confidentiality

For these

reasons, the Court will grant

Wright’s motion for summary judgment and deny

summary

judgment. A

with this

Memorandum

WCI’s cross motion for separate order consistent Opinion shall be entered.

DONE AND ORDERED in Orlando, Florida, on the 30th day of March, 2007.

/s/ Karen S. Jennemann KAREN S. JENNEMANN United States Bankruptcy Judge

Copies provided to:

Plaintiff: WCI Communities, Inc., c/o John A. Anthony, 201 N. Franklin Street, Suite 2200, Tampa, FL 33602

Plaintiff’s Counsel: Jason A. Rosenthal, 212 Pasadena Place, Suite A, Orlando, FL 32803

Defendant: Roderic M. Wright, P.O. Box 1848, Destin, FL 32540

Defendant’s Counsel: Alan C. Watkins, 707 North Franklin Street, Suite 750, Tampa, FL 33602

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