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HomeMy WebLinkAboutSW6240608_Property Deed_20240625 (2) BOOK4777 - PAGE140 For Registration Register of Deeds Judy D. Martin Moore County, NC Electronically Recorded February 22, 2017 2:40:47 PM Book: 4777 Page: 140 - 153 #Pages: 14 Fee: $26.00 NC Rev Stamp: $0.00 Instrument# 2017002482 Excise Stamps $-0- Recording Time, Book& Page Drafted by John M. May, Attorney at Law No Title Examination 120 Applccross Road Pinehurst,NC 28374 Brief Description for Index: The Carolina Golf Course NORTH CAROLINA QUITCLAIM DEED THIS QUITCLAIM DEED entered into as of this the_/0 day of Mount, , 2017, by and between CHARLES M. 1VEY, III, AS CEIAPTER 7 TRUSTEE FOR THE CAROLINA GOLF DEVELOPMENT COMPANY, a North Carolina corporation (hereafter "Grantor"), and 71ST PARTNERS, LLC, a North Carolina limited liability company (hereafter "Grantee"),of 238 N. McPherson Church Road,Fayetteville,NC 28303. WITNESSETIH1: The Grantor, for valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all rights, title, interest, and claims of Grantor and Carolina Golf Development Company, and of any person or entity that may claim their rights by or through the Grantor or Carolina Golf Development Company, in and to those certain tracts or parcels of land situated in McNeills Township, Moore County,North Carolina, and more particularly described as follows: See Exhibit"A"attached hereto and herein incorporated by reference. All or a portion of'the property herein conveyed does not include the primary residence of the Grantor. The property herein described was acquired by Grantor in his capacity as Bankruptcy Trustee pursuant to the Chapter 7 proceeding filed in the United States Bankruptcy Court for the Middle District of North Carolina, Durham Division, Case No. 1 5-81 173, reference to which is herewith made. submitted electronically by "Robbins May & Rich LLP" in compliance with North Carolina statutes governing recordable documents and the terms of the submitter agreement with the Moore County Register of Deeds. BOOK4777 - PAGE141 TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. The Grantor makes no warranty, express or implied, as to title to the property hereinabove described. The designations "Grantor" and "Grantee" as used herein shall include said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as required by context. IN WITNESS WHEREOF, the Grantors have hereunto set their hands and seals or if corporate has caused this instrument to be executed in its official capacity, the day and year first above written. THE CAROLINA GOLF DEVELOPMENT COMPANY By: rW'47Z� 1PLo/èe (SEAL) Name/litle: Charles M. Ivey Ill,as Chapter 7 Trustee STATE OF N Dl 1 1\ , COUNTY OF C.7t4,k j7j r _ 1, I c'sk, Lora I , a Notary Public of the County and State aforesaid, certify that CHARLES M. IVEY, III, AS CHAPTER 7 TRUSTEE, either being personally known to me or proven by satisfactory evidence, personally appeared before me this day and acknowledged that he is the CHAPTER 7 TRUSTEE OF THE CAROLINA GOLF DEVELOPMENT COMPANY, A NORTH CAROLINA CORPORATION, and that he, as CHAPTER 7 TRUSTEE being authorized to do so, voluntarily executed the foregoing on behalf of the corporation for the purposes stated therein. WITNESS my hand and official stamp or seal, this I day of.lattuarg, 2017. 0,6 (SEAL) MELISSA MURRELL Notary Public NOTARY PUBLIC My Commission Expires: 1 WIZ\ Guilford County,Nort Carolina My Commission Expires • BOOK4777 - PAGE142 EXHIBIT"A" BEING all of Golf Course Tract Numbers One(1)through Seven (7)and the parcel entitled"Golf Maint 62665 Sq Ft 1.44 Acres"all as shown on a plat entitled"The Carolina Golf Course Tracts Property of Black Star, Inc., McNeills Township,Moore County,Near Whispering Pines,North Carolina",dated April 30, 1996 by C. H. Blue&Associates, P.A.of Southern Pines, NC, recorded in the Office of the Register of Deeds for Moore County in Plat Cabinet 6, Slide 185 reference to which is hereby made for a more complete and accurate description. The authority of the Grantor to execute this deed derives from the"Order Allowing Compromise of Controversy Pursuant to Rule 9019 and Quieting Title to Real Property"entered by the U. S. Bankruptcy Court for the Middle District of North Carolina on January 24,2017 in the bankruptcy case of The Carolina Golf Development Company,Case No. 15-81173, Adversary Proceeding No. 15-09046,a copy of which is attached hereto as Exhibit"B"and which is incorporated by reference herein. Case 15-09046 Doe 76 Filed 01124/17 Page 1 of 1 �r�i SO ORDERED. oit SIGNED this 24th day of January, 2017. LENA MA RI JAMES UNITED STATES BANKRUPTCY JUDGE THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF NORTH CAROLINA DURHAM DIVISION IN RE: THE CAROLINA GOLF DEVELOPMENT COMPANY, Chapter 7 (i) Case No. 15-81173 Debtor. CHARLES M. IVEY, III, as Chapter 7 Trustee for The Carolina Golf Development Company, Plaintiff, vs. 71ST PARTNERS, LLC, Adv. Pro. No. 15-09046 Defendant(s), vs. ANDREW C. LYNCH and LILES PARKER, PLLC, Third-Party Defendants. ORDER ALLOWING COMPROMISE OF CONTROVERY PURSUANT TO RULE 9019 AND QUIETING TITLE TO REAL PROPERTY II Page Case 15-09046 Doc 76 Filed 01./24/17 Page 2 of 1IOOK4777 - PAGEI44 THIS MATTER came before the Court for hearing held January 12, 2017, on the Trustee's "MOTION PURSUANT TO BANKRUPTCY RULE 9019 FOR SETTLEMENT OF CONTROVERSY" (hereinafter the "Motion") [Doc.132; AP Doc. 68] which seeks approval of a settlement in this action between the Trustee on behalf of the Debtor and the bankruptcy estate, and 71 st Partners, LLC, and to quiet title to certain real property in favor of 71st Partners, LLC. The Motion and notice of the hearing were properly served on all parties in interest and no responses or objections to the Motion were filed with the Court. For the reasons set forth below, and as outlined in the Motion, the Court finds that the Motion should be allowed. Based on the record in this case, the Motion, and the representations of the parties, the Court makes the following findings of fact and conclusions of law: I. The Carolina Golf Development Company ("Carolina Golf" or the "Debtor") originally initiated this action by filing a Verified Complaint in the Superior Court Division of the General Court of Justice of Moore County, North Carolina, Civil Action No. I 5-CVS-00822 (the "Civil Action"), The Verified Complaint was filed on or about July I, 2015. On October 26, 2015, an involuntary petition under Title 11, Chapter 11 was filed against Carolina Golf in the United States Bankruptcy Court for the Middle District of North Carolina, and the Civil Action was thereafter removed to the Bankruptcy Court where it is currently pending. As a result of that filing and no response having been provided, an Order for Relief in Chapter 11 was entered on November 20, 2015. By Order entered February 16, 2016, the Chapter 11 proceeding was converted to a Chapter 7 proceeding, and Charles M. Ivey, III was appointed trustee. Charles M. Ivey, IIl (hereinafter "Trustee" and/or "Plaintiff') is now the duly appointed, qualified and acting trustee in this bankruptcy proceeding. 2. On November 10, 2016, a Court-ordered mediated settlement conference was held at the law offices of BROOKS, PIERCE,MCLENDON, HUMPHREY & LEONARD in downtown Greensboro (hereinafter the "Mediation"). The Plaintiff/Trustee, Defendant 2IPage Case 15-09046 Doe 76 Filed 01/24/17 Page 3 of 1 OOK4777 - PAGE145 and Bankruptcy Administrator (and/or their respective counsel) participated in said Mediation. Walter W. Pitt, Jr., served as Mediator. 3. The Trustee contends that a bona fide dispute exists between the Trustee and 71st Partners that involves issues of law and fact (or both). The dispute includes, but is not limited to, issues involving all claims and/or defenses alleged in the pleadings filed in this case, including (but not otherwise limited to) issues under North Carolina common law. The Defendant, 71st Partners, LLC ("71st Partners") contends there is no bona fide dispute or has asserted affirmative defenses to the Trustee's position. 4. Ultimately, the parties' Mediation was successful, and led to a Mutual Release and Settlement Agreement (hereinafter the "Settlement Agreement"), by mutual assent between the Trustee for and on behalf of Carolina Golf and 71st Partners (together the "Parties") and subject to this Court's approval. A true and accurate copy of this Settlement Agreement was attached to the Motion and incorporated therein as "Exhibit A." Pursuant to said Settlement Agreement, the Defendant has offered to pay the Estate a total amount of One-Hundred and Nine Thousand dollars ($109,000.00) in exchange for, among other things, an agreement for the Trustee to provide a Quitclaim Deed to transfer to 71st Partners all right, title, and interest of the Trustee and of Carolina Golf in and to certain real property described in a Special Warranty Deed recorded in Book 4428, Pages 579-583 of the Moore County, North Carolina, Register of Deeds and more commonly known as the "Carolina Golf Course" (the "Property"), whether legal or equitable, free and clear of any claims of the Debtor or the Estate consistent with the terms of the Settlement Agreement. A detailed description of the Property is attached hereto as "Exhibit 1." Additional material terms and conditions of the Settlement Agreement include (but are not otherwise limited to) the following: a. Within 30 days after date the Effective Date the Trustee shall inspect the personal property located on the Carolina Golf Course Property and elect 3IPage Case 15-09046 Doc 76 Filed 01/24/17 Page 4 of 1 i00K4777 - PAGE146 to either (i) remove all such personal property from the premises and leave the building hosting such personal property in the same condition it was in prior to the property being removed in which event 71st Partners shall be deemed to have released, without representation or warranty, its interest in such personal property to the Trustee who agrees to accept such property in its current "as is, where is" condition, or (ii) abandon and relinquish to 71st Partners any interest of the Trustee and the Debtor in the personal property. b. 71st Partners' proofs of claim numbers 7 and 8 shall be allowed as unsecured claims but shall be subordinate to all other allowed unsecured claims. The Trustee and 71st Partners retain their rights to object all other proofs of claim. c. 71st Partners shall, within 30 days after the Effective Date, share with the Trustee the documents produced by Warburg Bank in response to 71st Partners' Rule 2004 Order for Production of Documents. The Trustee shall not use those documents or the contents thereof in any way against or to impair the interests of 71st Partners. d. Each Party shall bear its own costs and fees incidental to the Settlement Agreement and the Adversary Proceeding No. 15-09046. e. The Parties release all claims against each other as further specified in the Settlement Agreement, including, without limitation, any claims relating to the Carolina Golf Course Property and the Adversary Proceeding No. 15-09046. Wage Case 15-09046 Doc 76 Filed 01/24/17 Page 5 of 1pOOK4777 - PAGEI47 f. Upon Trustee's receipt of the $109,000.00 payment, (i) the Trustee shall file a dismissal with prejudice of all claims against 71st Partners in the Adversary Proceeding No. 15-09046 and (ii) the Trustee will cancel all of its notices of Lis Pendens referenced in or arising from the Adversary Proceeding 15-09046 or its underlying state court proceeding. g. The Bankruptcy Court's order approving the Settlement Agreement shall quiet title to the Property in favor of 71st Partners. 5. The Trustee represents, acknowledges, and warrants that (i) prior to the conveyance of the Property to 71st Partners by virtue of the quit claim deed required by this settlement, the Debtor is the sole owner of the Property; (ii) the Trustee has done nothing to impair title to the Property; and (iii) pursuant to the quit claim deed required by this settlement he is conveying and relinquishing to 71st Partners all right, title, interest, and claims of Trustee and of the Debtor, and of any person or entity that may claim their rights by or through the Trustee or the Debtor, in and to the Property, free and clear of any and all claims by any persons, entities, and/or third parties with respect to the ownership of the Property or the ownership of the Debtor. 6. It appears to be in the best interest of the estate for the Trustee to be authorized to accept the $109,000.00 for reasons which include the following: a. A lump-sum payment of $109,000.00 ensures that this will be an asset case; b. Based upon the complex issues of law and fact, the probability of success in the litigation is speculative and uncertain at this time; SIPage Case 15-09046 Doc 76 Filed 01/24/17 Page 6 of 1POK4777 - PAGEI48 c. Many available defenses that have been raised by the Defendant would be extremely document intensive, requiring extensive discovery requests and production of documents, all of which would substantially increase the expense to the estate, would reduce the potential return to other creditors, and delay the overall administration of the estate; and d. This compromise will increase the likelihood of a return to all creditors in this case in a shorter time period than would be achieved if the Settlement was not approved. 7. It is well established that compromises are favored in bankruptcy. See Myers v. Martin (In re Martin), 91 F.3d 389, 393 (3rd Cir. 1996). A determination of whether to approve an application to compromise is a matter within the sound discretion of the bankruptcy judge. In re Final Analysis, Inc., 417 B.R. 332, 341 (Md. 2009). A bankruptcy court should only approve a proposed settlement upon determination that the settlement is both fair and equitable and in the best interest of the estate. In re Magna Corp.,No. 01-80763, 2003 WL 22078082, at *3 (Bankr. M.D.N.C. Aug. 29, 2003);See also Protective Comm.for Indep. Stockholders Of TMT Trailer Ferry, Inc. v. Anderson, 390 U.S. 414, 424, 88 S. Ct. 1157, 1163, 20 L. Ed. 2d 1 (1968); Matter of Energy Coop, Inc., 886 F.2d 921 (7th Cir. 1989). Only if proposed settlement falls below the lowest point in range of reasonableness, should Trustee's decision to enter into settlement be disturbed by the Bankruptcy Court. In re Commercial Loan Corp, 316 B.R. 690, 698 (N.D. Ill. 2004). See All Points Capital Corp. v. Laurel Hill Paper Co. (In re Laurel Hill Paper Co.), 2008 Bankr. LEXIS 2863, *4 (Bankr. M.D.N.C. July 22, 2008) (quoting In re W.T. Grant, Co., 699 F.2d 599, 608 (2d Cir. 1983)). Factors now commonly considered by bankruptcy courts when reviewing proposed settlements are as follows: a. the probability of success in the litigation; 61Page Case 15-09046 Doc 76 Filed 01/24117 Page 7 of 1POK4777 - PAGE149 b. the complexity of the litigation involved, and the expense, inconvenience and delay necessarily attending it; c. the paramount interests of the creditors and the proper deference to their reasonable views in the premises; and d. whether conclusion of the litigation promotes the integrity of the judicial system. 8. The Settlement Agreement, as attached to the Motion, appears fair and equitable and approval of this settlement is in the best interest of the estate and its creditors. The reasons to approve this settlement as set out herein, and specifically in paragraph 6(a)-(d) above, meet the four factors to be considered by the Court when determining the approval of settlement terms. 9. Good cause exists for the Trustee to be authorized to accept $109,000.00 upon the terms and conditions discussed herein. The Settlement Agreement, moreover, is fair and equitable, and approval of the same is in the best interest of the Estate and its creditors. 10. Nothing in this order shall be construed to release, waive, or impair any claim that the Trustee or 71 st Partners may have against Andrew C. Lynch, Liles Parker, PLLC, Christian Willmer, or any of their affiliates or insurers, including but not limited to the claims now pending in the Adversary Pending, and such claims are expressly reserved and retained by the Trustee and 71st Partners without prejudice. WHEREFORE, based on the foregoing findings of fact and conclusions of law, it is hereby ORDERED, ADJUDGED AND DECREED as follows; 1. The Motion is allowed. 7 $ Page Case 15-09046 Doc 76 Filed 01/24/17 Page 8 of 1@OOK4777 - PAGEI50 2. The Settlement Agreement attached to the Motion as Exhibit A is Approved. 3. The Trustee is authorized to accept payment from or on behalf of 71st Partners in the amount of$109,000.00 (the "Settlement Payment") in settlement of the claims and controversies between the Trustee and the Debtor, and the Defendant 71st Partners, as set forth in the Settlement Agreement. 4. The Trustee is authorized to and shall tender a quitclaim deed to 71st Partners conveying all right, title, and interest of the Trustee and the Debtor in the Property, whether legal or equitable, and any money remaining in the trust account of the closing attorney who handled the sale of the Property to 71st Partners, in order to ensure and memorialize that 71st Partners has clear title to the Property. 5. By virtue of this order and the quit claim deed required by this settlement, 71st Partners is and shall be the sole owner of and holder of all right, title and interest in and to the Property, free and clear of any and all claims of any persons, entities and/or third parties, whether legal or equitable and including with respect to the ownership of the Property or the ownership of the Debtor, such that the 71st Partners shall have title to the Property subject only to liens for ad valorem property taxes, easements of record that encumber title to the Property, and the current governmental zoning of the Property. I: \1) ( ,1 )OS I '1! \ ! I 8I Page Case 15-09046 Doc 76 Filed 01/24/17 Page 9 of 1�OOK4777 - PAGEI5I PARTIES TO BE SERVED William P. Miller, Esq. (via ECFI BANKRUPTCY ADMINISTRATOR Charles M. Ivey, III, Esq. [via ECFj Chapter 7 Trustee Charles (Chuck) M. Ivey, IV c/o IMGS P.O. Box 3324 Greensboro,NC 27402 Jonathan A. Berke!hammer Ellis & Winters LLP 300 N. Greene Street, Suite 800 Greensboro,NC 27401 Algernon L. Butler, III Butler& Butler, L.L.P. ill North Fifth Avenue Wilmington,NC 28401 Katherine J. Clayton P.O. Box 1800 Raleigh,NC 27602 Jason L. Hendren Hendren Redwine & Malone, PLLC 4600 Marriott Drive Suite 150 Raleigh,NC 27612 C.Scott Meyers Ellis& Winters, LLP 300 North Greene Street Suite 800 Greensboro, NC 27401 Rebecca F. Redwine Hendren Redwine & Malone, PLLC 4600 Marriott Drive Suite 150 Raleigh,NC 27612 91Page Case 15-09046 Doc 76 Filed 01/24/17 Page 10 of FOOK4777 - PAGEI52 John H Small P.O. Box 26000 Greensboro,NC 27420 Walter L.Tippett,Jr. Brooks, Pierce, McLendon, Humphrey & Leo 1600 Wachovia Capitol Center 150 Fayetteville Street Raleigh,NC 27602 James McKinley Hash Everett, Gaskins & Hancock, LLP 220 Fayetteville St. P.O. Box 911 Raleigh,NC 27602 John A. Northen P. 0. Box 2208 Chapel Hill, NC 27514-2208 Woodlake Partners, LLC Attn: Richard M. Hutson, El Chief Restructuring Officer P 0 Drawer 2252-A Durham,NC 27702 Margaret R. Westbrook 4350 Lassiter at North Hills Avenue Suite 300 P.O. Box 17407 Raleigh,NC 2619-7047 101Pa9e Case 15-09046 Doc 76 Filed 01/24/17 Page 11 of 1POK4777 - PAGE153 BOOK4426-PAGE662 EXHIBIT tj. I Description Doing all of Golf Course Tract Numbers Ono(1)through Seven(7)and the parcel entitled"Golf Maint 6266E Sq Ft 1.44 Acres~'all as shown on uplat entitled"Tho Carolina Golf Course Tracts PrvpertyofBlack Star,Inc., MoNofl1s Township,Moor°County,Near Whispering Pioes,Nctth Carolina",dated April 30,1996 by C.Pl. Blues&Associates,P.A.of Southern Pines,NC,recorded in the Office of the Register ofDeeds for Moore County 1n P1U Cabinet 6,Slide 185 referenro to which is hereby outdo for a more complete and accurate description..