many of the behind-the-scenes throughout this case.
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
for all of his efforts.
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.
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
The fact that WCI
have a separate
determination to confirm the plan at the time or now.
Nor was the Court’s finding that WCI was a
a ground to
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
business relationships between competing purchasers.
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,
case, the determination of the WCI to Wright was not a factor
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
reasons, the Court will grant
Wright’s motion for summary judgment and deny
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