SlideShare a Scribd company logo
UNITED STATES BANKRUPTCY COURT
                                FOR THE DISTRICT OF DELAWARE

 In re:                                                                  Chapter 11

 CORDILLERA GOLF CLUB, LLC/                                              Case No. 12-11893 (CSS)

                                     Debtor.                             Re: Docket Nos. 1, 69, 71, 78, 79,
                                                                               92,93
                                                                         Hearing Date: 7/16/12@ 10:00 a.m.

     JOINDER OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
    IN: (I) MOTION OF CHERYL M. FOLEY, THOMAS WILNER, JANE WILNER,
   CHARLES JACKSON, MARY JACKSON AND KEVIN B. ALLEN, INDIVIDUALLY
     AND AS REPRESENTATIVES OF A CERTIFIED CLASS OF MEMBERS, TO
        TRANSFER VENUE; AND (II) MOTION OF CORDILLERA PROPERTY
        OWNERS ASSOCIATION, INC. AND CORDILLERA METROPOLITAN
                DISTRICT TO TRANSFER VENUE TO COLORADO

          The Official Committee of Unsecured Creditors ("Committee") appointed in the above

captioned, Chapter 11 bankruptcy case of Cordillera Golf Club, LLC ("Debtor"), by and through

its (proposed) undersigned counsel, respectfully files this Joinder (this "Joinder") in: (i) the

Motion filed by Cheryl M. Foley, Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson

and Kevin B. Allen, Individually and as Representatives of a Certified Class of Members, to

Transfer Venue [Docket No. 69] (the "First Venue Motion'); and (ii) the Motion filed by

Cordillera Property Owners Association, Inc. ("CPOA") and Cordillera Metropolitan District

(the "District") to Transfer Venue to Colorado [Docket No. 79] ("Second Venue Motion"), and

in support, would respectfully show this Court as follows:

                                              I. BACKGROUND

          1.       On June 26, 2012 ("Petition Date"), the Debtor filed its voluntary for relief under

Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq. (the "Bankruptcy



          The Debtor in this chapter II case, and the last four digits of its employer tax identification number, is:
          XX-XXX317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards,
          co 81632.

615266.17/11112
Code"), thereby initiating the above-captioned case with this Court (the "Bankruptcy Case").

    The Debtor remains in control of its business and affairs as a debtor-in-possession pursuant to

    sections 1107 and 1108 of the Bankruptcy Code.

           2.       On July 6, 2012, the United States Trustee filed its Notice of Appointment of

    Committee of Unsecured Creditors [Docket No. 86], thereby forming the Comrnittee. 2

           3.      The Debtor is the owner and operator of "The Club at Cordillera" (the "Club"),

    located in Edwards Colorado in Eagle County. The Club includes three 18-hole golf courses, a

    short course, three tennis centers, fitness facilities, five indoor and outdoor pools, a sununer

    camp and clubhouse for children, and riding, hiking and cross-country ski trails. See Declaration

    of Daniel L. Fitchett, Jr. in Support of Chapter 11 Petitions and First Day Relief ("Fitchett

Declaration"), ~ 7. The Club is the Debtor's sole asset and only business.

           4.      The Club is located within the Cordillera residential community in Edwards,

Colorado, and derives revenues through fees and dues related to Club memberships and

marketed to community residents and others.                   Fitchett Declaration,      ~~   5, 6, 8-12.     Upon

information and belief, the sole, ultimate equity interest holder in the Club is Mr. David

Wilhelm, a resident of Colorado.              Fitchett Declaration,     ~   20; Consolidated Creditor Matrix

[Docket No. 10], at p. 22. Mr. Wilhelm is also alleged to be a secured creditor of the Debtor,

who, as of the Petition Date, is purportedly owed in excess of $7 million from the Debtor.

Fitchett Declaration,~~ 53, 54.

           5.      On or about June 26, 2009, the Debtor entered into a loan agreement with Alpine

Bank, under which the Debtor owes Alpine in excess of $12.7 million, which debt is alleged to


2
          The Committee's current membership is comprised of the following various homeowners and trade
          creditors of the Debtor: (i) John D. O'Brien; (ii) Cheryl M. Foley; (iii) Ken Ulickey; (iv) Kevin B. Allen;
          (v) Dennis S. Meir; (vi) John S. Lemak; and (vii) Ceres Design & Arborscape, LLC. All of the
          Committee's members have Colorado addresses.


615266.1 7/11112
                                                          2
be secured by substantially all of the Debtor's real and personal property. Fitchett Declaration,

 ~~   50-52, 54. Alpine Bank is located in Colorado. Upon information and belief, Alpine Bank

 supports the transfer of venue of this Bankruptcy Case to the District of Colorado.

 B.        The First Venue Motion

           6.      Over the past several years, the Debtor's relationship with its members,

 comprising its largest creditor constituency, has become strained, resulting in ongoing litigation

 in Colorado state courts that is a central feature in the Debtor's financial difficulties. First Venue

 Motion, at p. 2.

           7.      On July 3, 2012, Cheryl M. Foley, Thomas Wilner, Jane Wilner, Charles Jackson,

Mary Jackson and Kevin B. Allen filed the First Venue Motion, as individual homeowners in the

 Cordillera community, members of the Debtor, and as representatives of a class of homeowner

members (collectively, the "Class Movants") certified in connection with litigation pending in

Colorado state court (the "Class Action"). First Venue Motion, at pp. 3-4.

           8.      Each of these class member Plaintiffs asserts a noncontingent, unsecured claim

against the Debtor for the return of the member's deposits with the Club, ranging in amount from

$7,500 to $205,000, with an average of approximately $103,000, and for an aggregate total of

approximately $62 million in pre-petition claims.           See First Venue Motion, at Exh. A.

Accordingly, this Plaintiff class by far comprises the largest claim constituency in this estate. As

these creditors are comprised of Club members who are, in turn, largely comprised of Cordillera

residents, these Plaintiffs, and their underlying interests, are essentially all located in Colorado.

          9.       Despite these facts, or perhaps concerned over the implications that would result

from this disclosure, the Debtor failed to include any of these creditors in its List of Creditors

Holding Twenty Largest Unsecured Claims filed with the Court [Docket No. 1] ("List of Twentv

Largest"). According to the Plaintiffs, their members hold individual claims that exceed all but


615266.1 7/11/12
                                                   3
one of the unsecured creditors that the Debtor included in its List of Twenty Largest. First

 Venue Motion, at p. 5. Notwithstanding, half of the creditors that the Debtor did list are also

 located in Colorado.

           10.     The Class Action involves the Plaintiff members' claims for, inter alia, breach of

 contract, inducement, securities violations, and related causes of action against the Debtor and

 related parties, and seeks the return of deposits and membership dues and fees paid to the Debtor.

First Venue Motion, at Exh. B. These monies were paid to the Debtor in reliance on certain

 express promises, commitments and representations to provide access to Club facilities and other

membership benefits and privileges. First Venue Motion, at Exh. B.

           II.     On July 5, 2012, this Court entered its Order shortening the requisite notice period

for the First Venue Motion [Docket No. 71], and setting an expedited hearing to consider the

motion for July 16,2012, at 10:00 a.m.

C.        The Second Venue Motion

           12.     On July 5, 2012, the CPOA and the District filed their Second Venue Motion,

through which these movants also joined in the First Venue Motion. The CPOA is one of two

homeowner associations governing the Cordillera community. Its membership is comprised of

private, individual homeowner consumers who also share similar claims and interests as the

Class Movants.         Related to this fact, the CPOA is the Defendant in separate litigation

commenced by the Debtor and pending in Colorado state court, apparently contending that the

CPOA is somehow responsible for the determination of numerous of the Debtor's members to

seek to cancel their membership interests. Fitchett Declaration,       ~   6; Second Venue Motion, at

~~   25-29.

          13.      In addition to generally acting as a property owners association, the CPOA is

involved in the provision of numerous community operations and public safety and welfare


615266.1 7/11112                                    4
services, including, without limitation, the management, maintenance and operation of public

 facilities, programs and initiatives. Second Venue Motion, at ~ 26. The CPOA provides for its

 operating expenses through assessments charged on the sale of homes in Cordillera.

           14.     The District is a quasi-municipal "special" district created under the laws of

 Colorado as a political subdivision of the state, and constructs and manages all public facilities

 and infrastructure in the district. Second Venue Motion, at         ~~   20-21. The District includes

 Cordillera, under which the Debtor is one of the District's two largest taxpayers. The District is

thereby a secured creditor of the Debtor pursuant to various ad valorem tax obligations, and is

owed approximately $205,311.31 corresponding to the Debtor's 2011 assessments.

           15.     On July 9, 2012, this Court entered its Order shortening the requisite notice period

for the Second Venue Motion [Docket No. 92], and setting an expedited hearing to consider that

motion at the same time as the First Venue Motion (July 16,2012, at 10:00 a.m.).

                              II. JOINDER IN REQUESTED RELIEF

           16.     The Committee hereby joins in the relief sought in both the First Venue Motion

and the Second Venue Motion, and respectfully prays that this Court enter its order immediately

transferring this Bankruptcy Case, and all related proceedings, to the District of Colorado for

continued administration.

B.        Applicable Standards

          17.      Even where venue is proper, a court may nevertheless transfer a case, "in the

interest of justice or for convenience of the parties." 28 U.S.C. § 1412; Fed. R. Bankr.P.

1014(a)(1). Specifically, 28 U.S.C. § 1412 provides in relevant part that this Court "may transfer

a case or proceeding under title 11 to a district court for another district, in the interest of justice

or for the convenience of the parties." 28 U.S.C. § 1412.




615266.1 7/ll/12                                    5
18.     First, the '"interest of justice' component of § 1412 is a broad and flexible

 standard which must be applied on a case-by-case basis. It contemplates a consideration of

 whether transferring venue would promote the efficient administration of the bankruptcy estate,

 judicial economy, timeliness, and fairness ... " In re Manville Forest Products Corp., 896 F.2d

 1384, 1391 (2d Cir.l990). Secondly, in consideration of the second clause of this statute- the

 convenience ofthe parties- courts typically engage in a factor based analysis that contemplates:

                   (i)     The proximity of creditors of every kind to the Court;

                   (ii)    The proximity ofthe bankrupt (debtor) to the Court;

                   (iii)   The proximity of the witnesses and proof necessary to the administration
                           of the estate and availability of subpoena power for unwilling witnesses;

                   (iv)    The location of the assets;

                   (v)     The enforceability of judgments and economic administration of the
                           estate;

                   (vi)    The ability to receive a fair trial;

                   (vii)   The state's interest in having local controversies decided within its
                           borders, by those familiar with its law; and

                   (vii)   The necessity for ancillary administration if bankruptcy [liquidation]
                           should result.

See In re LaGuardia Associates, L.P., 316 B.R. 832, 837 (Bankr. E.D. Pa. 2004) (citations

omitted); Matter of Continental Airlines, Inc., 133 B.R. 585, 587-88 (Bankr. D. Del. 1991)

(simultaneously addressing interests of justice and convenience of the parties as related

considerations).

C.        All Factors Weigh In Support of Transferring This Bankruptcy Case to the District
          of Colorado

          19.      Here, it is beyond dispute that the Debtor, and the vast majority of its creditors,

including the Debtors' most significant secured and unsecured creditors - the Class Action



615266.1 7/11/12
                                                      6
Plaintiffs, the CPOA, the District, Mr. Wilhelm, Alpine Bank, and the members of the

 Committee- are all located in Colorado. There can be no dispute that venue for this Bankruptcy

 Case is proper in Colorado.

           20.     Of course, the Debtor's assets are also uniquely situated in Colorado. This is not

 a mere case of a debtor who operates in national or international markets irrespective of its

 primary location or place of business. The Debtor has no product to offer other than the real

property and related services and facilities in Colorado. Trade vendors providing services to the

 Debtor and those seeking to become customers I members of the Debtor must, with negligible

 exceptions, necessarily do so in Colorado. Day to day business operations of the Club occur

only in Colorado.

           21.     Because this case involves a significant real property development and a

residential community located in Colorado, the State of Colorado has a particularized interest in

the resolution of the disputes implicated in this Bankruptcy Case, which no other state can

approximate. In re Buffets Holdings, Inc., 397 B.R. 725, 730 (Bankr. D. Del. 2008); In re

Portjef!Development Corp., 118 B.R. 184, 193-94 (Bankr. E.D.N.Y. 1990) (even where no other

factor supports transfer, the presence of the debtor's principal, if not sole, asset in the destination

district "overwhelmingly militates in favor oftransfer ... ").

          22.      As cited in the First Venue Motion, this consideration is paramount where, as

here, the sole or central asset of the estate is comprised of real property. Courts recognize the

unique relationship and interest that a state has in matters affecting its local real estate. See First

Venue Motion, at p. 9. See also In re Enron Corp., 284 B.R. 376, 392 (Bankr. S.D.N.Y. 2002)

("[m]atters concerning real property have always been of local concern and traditionally are




615266.1 7/11/12
                                                   7
decided at the situs of the property." Citing and quoting In re Baltimore Food Systems, Inc., 71

B.R. 795, 803 (Bankr. D.S.C. 1986)).

           23.      As to the remaining relevant factors, the major related litigation involving the

Debtor is currently pending in Colorado state courts, and upon information and belief, the

Debtor's managers, principal offices, and books and records are all located in Colorado.

Moreover, this case remains in its infancy, with only two hearings conducted, and primarily to

consider first day requests on an interim basis. Therefore, transferring venue to Colorado can

only maximize judicial economy and the availability of proof, while minimizing the burden on

litigants and parties in interest. This is particularly true in the event that this case becomes an

orderly sale or liquidation as apparently contemplated. 3 See also In re Abacus Broadcasting

Corp., 154 B.R. 682, 684 (Bankr. W.D. Tex. 1993) (where liquidation is contemplated, the court

should consider the added burden that would result in requiring a trustee to administer assets in a

distant location). Furthermore, the agreements between the Debtor and its creditors are primarily

governed under Colorado law.

          24.      The totality of the circumstances applied here constitute a compelling case to

transfer venue, not only for the convenience of the parties but also in the interests of justice. The

sole factor weighing in favor of the Debtor's choice of forum is simply deference to the Debtor's

choice of forum. However, here, there exists some indication that the Debtor has sought to

actually discourage creditor participation through its choice of forum.                            In light of the

overwhelming nexus that Colorado has with the Debtor, its assets, creditors, and major disputes,

and the corresponding lack of any meaningful nexus between the Debtor and Delaware, the

          The fact that the Debtor has proposed to sell one of its major golf course assets underscores this fact.
          Fitchett Declaration, 1111 41-42. Potential purchasers wishing to conduct due diligence in connection with
          this potential acquisition of a golf course facility must necessarily do so in Colorado and any sale would be
          subject to applicable Colorado law.




615266.1 7/11/12
                                                           8
Debtor's choice of forum appears to have no other basis. Critically, the vast majority of the

 Debtor's creditors are comprised of individual, consumer homeowners and members located in

 Colorado. Many of these parties are in active litigation with the Debtor and its affiliates in

 Colorado. The adverse impact that these parties will suffer in having to participate in this case in

Delaware are greater than might be expected of a business that is accustomed to operating in

 different markets, and would be particularly acute. The fact that the Debtor failed to disclose the

 locations of its true major unsecured creditors -these same individual homeowner members -is

troubling and evidence of its attempt to disenfranchise unsecured creditors in this case. See also

In re Pine haven Associates, 132 B.R. 982, 990 (Bankr. E.D.N.Y. 1991) (debtor's choice of

forum is not entitled to deference where it appears motivated not by the convenience of the

parties, but "to make this Chapter 11 case more burdensome to creditors and other interested

    .
partres... ") .

D.        Conclusion

          25.      In sunrmary, the estate's property is comprised of real estate and related

operations uniquely located in residential communities in Colorado.           The Debtor's assets,

offices, operations, records, managers, and secured creditors are all located in Colorado. Many

of the Debtor's creditors are private citizens whose participation in this Bankruptcy Case would

be strained and discouraged by the need to litigate in a distant forum. Therefore, as the Debtor

has no connection to Delaware other than its state of incorporation, this Court should exercise its

discretion to transfer this case to the District of Colorado.




615266.1 7/ll/12                                   9
WHEREFORE, PREMISES CONSIDERED, the Official Committee of Unsecured

 Creditors respectfully joins in the requests of the Class Movants, CPOA, and District for this

 Court's entry of its Order immediately transferring this case to the District of Colorado, and

granting such other and further relief to the Committee as to which it has shown itself to be justly

entitled.

Dated: July 11, 2012                          SAUL EWING LLP


                                          By:-'----:------,--:-::-----:.,--------
                                            Mark Minuti (No. 2659)
                                            222 Delaware Avenue, Suite 1200
                                            P.O. Box 1266
                                            Wilmington, DE 19899
                                            Telephone: (302) 421-6840
                                            Facsimile: (302) 421-5873
                                            E-mail: mminuti@saul.com

                                                     -and-

                                             MUNSCH HARDT KOPF & HARR, P.C.
                                             Russell L. Munsch
                                             Texas Bar No. 14671500
                                             Joseph J. Wielebinski
                                             Texas Bar No. 21432400
                                             Jay H. Ong
                                             Texas Bar No. 24028756
                                             3 800 Lincoln Plaza
                                             500 N. Akard Street
                                             Dallas, TX 75201-6659
                                             Telephone: (214) 855-7500
                                             Facsimile: (214) 978-4335
                                             E-mail: rmunsch@munsch.com
                                             E-mail: jwielebinski@munsch.com
                                             E-mail: jong@munsch.com

                                             Proposed Counsel for the Official Committee of
                                             Unsecured Creditors




615266.1 7111112                                10
UNITED STATES BANKRUPTCY COURT
                            FOR THE DISTRICT OF DELAWARE


 In re:                                                      Chapter 11

 CORDILLERA GOLF CLUB, LLC,                                  Case No. 12-11893 (CSS)

                                Debtor.

                                  CERTIFICATE OF SERVICE

           I, Mark Minuti, hereby certify that on July 11, 2012, I caused a copy of the foregoing       I
                                                                                                    I

Joinder of the Official Committee of Unsecured Creditors in: (I) Motion of Cheryl M.

Foley, Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson and Kevin B. Allen,

Individually and as Representatives of a Certified Class of Members, to Transfer Venue;

and (II) Motion of Cordillera Property Owners Association, Inc. and Cordillera

Metropolitan District to Transfer Venue to Colorado to be served on the parties on the

attached service list in the manner indicated therein.

                                              SAUL EWING LLP


                                           By:.~--~~~--~~-------
                                             Mark Minuti (No. 2659)
                                             222 Delaware Avenue, Suite 1200
                                             P. 0. Box 1266
                                             Wilmington, DE 19801-1266
                                             (302) 421-6840




615266.1 7/11112



                                                                                                    I
CORDILLERA GOLF CLUB, LLC
                                      Service List

Via Hand Delivery:                          Matthew P. Ward, Esquire
Michael R. Nestor, Esquire                  Ericka F. Johnson, Esquire
Joseph M. Barry, Esquire                    Womble Carlyle Sandridge & Rice, LLP
Donald J. Bowman, Esquire                   222 Delaware Avenue, Suite 1501
Young Conaway Stargatt & Taylor LLP         Wilmington, DE 19801
Rodney Square
1000 North King Street                      Ellen W. Slights, Esquire
Wilmington, DE 19801                        United States Attorney's Office
                                            District of Delaware
Mark Kenney, Esquire                        1007 N. Orange Street, Suite 700
Office of the United States Trustee         P.O. Box 2046
J. Caleb Boggs Federal Building             Wilmington, DE 19899-2046
844 King Street, Suite 2207
Wilmington, DE 19801
                                            Via Electronic Mail and First Class Mail:
Mark D. Collins, Esquire                    Erika L. Morabito, Esquire
Zachary I. Shapiro, Esquire                 Brittney J. Nelson, Esquire
Richards, Layton & Finger, P.A.             Foley Lardner LLP
One Rodney Square                           3000 K Street, N.W., Suite 600
920 N. King Street                          Washington, DC 20007
Wilmington, DE 19801
                                            Christopher Celentino, Esquire
Tobey M. Daluz, Esquire                     Mikel Bistrow, Esquire
Joshua E. Zugarman, Esquire                 Dawn Messick, Esquire
Ballard Spahr LLP                           Foley Lardner LLP
919 N. Market Street, I Ith Floor           402 W. Broadway, Suite 2100
Wilmington, DE 19801                        San Diego, CA 92101

Damien Tancredi, Esquire
Cozen O'Connor, PC
                                            Carl A. Eklund, Esquire
                                            Ballard Spahr, LLP                          I
1201 N. Market Street, Suite 1400           1225 I 7th Street, Suite 2300               I
Wilmington, DE 19801                        Denver, CO 80202

William P. Bowden, Esquire                  Vincent J. Marriott, III, Esquire
Ricardo Palacio, Esquire                    Sara Schindler-Williams, Esquire
Ashby & Geddes, P.A.
500 Delaware avenue, 8th Floor
                                            Ballard Spahr, LLP
                                            1735 Market Street, 51st Floor              I
P.O. Box 1150                               Philadelphia, PA I 9 I 03
Wilmington, DE 19899




615266.1 7/ll/12
James J. Holman, Esquire             Via First Class Mail:
 Duane Morris LLP                     Dan White
 30 South 17th Street                 Cordillera Golf Club, LLC
 Philadelphia, PA 19103               97 Main Street, Suite E202
                                      Edwards, CO 81632
 Arthur J. Abramowitz, Esquire
 Cozen O'Connor, PC                   Securities & Exchange Commission
 Libertyview, Suite 300               Central Regional Office
 457 Haddonfield Road                 Attn: Office of General Counsel
 Cherry Hill, NJ 08002                (Bankruptcy)
                                      1801 California Street, Suite 1500
Brad W. Breslau, Esquire              Denver, CO 80202
Cozen O'Connor, PC
707 17th Street, Suite 3100           Colorado Department of Revenue
Denver, CO 80202                      Attn: Bankruptcy Unit
                                      1375 Sherman Street, Room 1375
Melissa Maxman, Esquire               Denver, CO 80261
Ronald Wick, Esquire
Cozen O'Connor, PC                    Secretary of State
1627 I Street, NW, Suite 1100         Division of Corporations
Washington, DC 20006                  Franchise Tax
                                      John G. Townsend Building
Harland W. Robins, Esquire            401 Federal Street- Suite 4
Dickinson Wright PLLC                 P.O. Box 898
15 N. 4th Street                      Dover, DE 19903
Columbus, OH 43215
                                      Secretary of Treasury
Kristi A. Katsma, Esquire             820 Silver Lake Boulevard, Suite 100
Dickinson Wright PLLC                 P.O. Box 7040
500 Woodward Avenue, Suite 4000       Dover, DE 19903
Detroit, MI 48226
                                      George S. Canellos, Regional Director
Garry R. Appel, Esquire               Securities & Exchange Commission
Appel & Lucas, P.C.
1660 17th Street, Suite 200
                                      New York Office
                                      3 World Financial Center, Suite 400
                                                                              I
                                                                              I
Denver, CO 80202                      New York, NY 10281-1022                 [
Peter A. Cal, Esquire                 Internal Revenue Service
Mark L. Fulford, Esquire              Department of Treasury
Sherman & Howard L.L.C.               Ogden, UT 84201-0030
633 17th Street, Suite 3000
Denver, CO 80202                      Internal Revenue Service
                                      Centralized Insolvency Section
                                      2970 Market Street
                                      Philadelphia, PA 19104




615266.1 7/11/12
                                  2
Internal Revenue Service
Centralized Insolvency Section
P.O. Box 7346
Philadelphia, PA 19101-7346




615266.1 7111112                 3

More Related Content

What's hot

10000001230
1000000123010000001230
10000001230
CourtReads
 
10000001226
1000000122610000001226
10000001226
CourtReads
 
10000001223
1000000122310000001223
10000001223
CourtReads
 
10000001218
1000000121810000001218
10000001218
CourtReads
 
10000001215
1000000121510000001215
10000001215
CourtReads
 
Forweb20 brooklands v jeffrey sweeney us capital
Forweb20 brooklands v jeffrey sweeney us capitalForweb20 brooklands v jeffrey sweeney us capital
Forweb20 brooklands v jeffrey sweeney us capital
dominickpeck9
 
10000001238
1000000123810000001238
10000001238
CourtReads
 
10000001235
1000000123510000001235
10000001235
CourtReads
 
10000000028
1000000002810000000028
10000000028
Randall Reese
 
02 37-2013-00058302-cu-bc-ctl roa-33-11-05-13_reply_to_opposition_of_notice...
02   37-2013-00058302-cu-bc-ctl roa-33-11-05-13_reply_to_opposition_of_notice...02   37-2013-00058302-cu-bc-ctl roa-33-11-05-13_reply_to_opposition_of_notice...
02 37-2013-00058302-cu-bc-ctl roa-33-11-05-13_reply_to_opposition_of_notice...
Norman Gates
 
2014 LSA BIO
2014 LSA BIO2014 LSA BIO
2014 LSA BIO
Leslie Akins
 
10000000050
1000000005010000000050
10000000050
Randall Reese
 
Report & Recommendation Denying Preliminary Injunction - MDFL
Report & Recommendation Denying Preliminary Injunction - MDFLReport & Recommendation Denying Preliminary Injunction - MDFL
Report & Recommendation Denying Preliminary Injunction - MDFL
Pollard PLLC
 
Frank Yan Sacramento Mortgage Fraud
Frank Yan Sacramento Mortgage Fraud Frank Yan Sacramento Mortgage Fraud
Frank Yan Sacramento Mortgage Fraud
sacramentofraudnews
 
Colonial BancGroup
Colonial BancGroupColonial BancGroup
Colonial BancGroup
offtherunideas
 
10000001221
1000000122110000001221
10000001221
CourtReads
 
10000000029
1000000002910000000029
10000000029
Randall Reese
 
10000001224
1000000122410000001224
10000001224
CourtReads
 
17 stipulation to dismiss with prejudice and order
17 stipulation to dismiss with prejudice and order17 stipulation to dismiss with prejudice and order
17 stipulation to dismiss with prejudice and order
Honolulu Civil Beat
 

What's hot (19)

10000001230
1000000123010000001230
10000001230
 
10000001226
1000000122610000001226
10000001226
 
10000001223
1000000122310000001223
10000001223
 
10000001218
1000000121810000001218
10000001218
 
10000001215
1000000121510000001215
10000001215
 
Forweb20 brooklands v jeffrey sweeney us capital
Forweb20 brooklands v jeffrey sweeney us capitalForweb20 brooklands v jeffrey sweeney us capital
Forweb20 brooklands v jeffrey sweeney us capital
 
10000001238
1000000123810000001238
10000001238
 
10000001235
1000000123510000001235
10000001235
 
10000000028
1000000002810000000028
10000000028
 
02 37-2013-00058302-cu-bc-ctl roa-33-11-05-13_reply_to_opposition_of_notice...
02   37-2013-00058302-cu-bc-ctl roa-33-11-05-13_reply_to_opposition_of_notice...02   37-2013-00058302-cu-bc-ctl roa-33-11-05-13_reply_to_opposition_of_notice...
02 37-2013-00058302-cu-bc-ctl roa-33-11-05-13_reply_to_opposition_of_notice...
 
2014 LSA BIO
2014 LSA BIO2014 LSA BIO
2014 LSA BIO
 
10000000050
1000000005010000000050
10000000050
 
Report & Recommendation Denying Preliminary Injunction - MDFL
Report & Recommendation Denying Preliminary Injunction - MDFLReport & Recommendation Denying Preliminary Injunction - MDFL
Report & Recommendation Denying Preliminary Injunction - MDFL
 
Frank Yan Sacramento Mortgage Fraud
Frank Yan Sacramento Mortgage Fraud Frank Yan Sacramento Mortgage Fraud
Frank Yan Sacramento Mortgage Fraud
 
Colonial BancGroup
Colonial BancGroupColonial BancGroup
Colonial BancGroup
 
10000001221
1000000122110000001221
10000001221
 
10000000029
1000000002910000000029
10000000029
 
10000001224
1000000122410000001224
10000001224
 
17 stipulation to dismiss with prejudice and order
17 stipulation to dismiss with prejudice and order17 stipulation to dismiss with prejudice and order
17 stipulation to dismiss with prejudice and order
 

Viewers also liked

PARK corporate presentation
PARK corporate presentationPARK corporate presentation
PARK corporate presentation
PARK
 
How to Megaphone positive Change?
How to Megaphone positive Change?How to Megaphone positive Change?
How to Megaphone positive Change?
World Appreciative Inquiry Conference 2012
 
ICALT2011-Widgets to support the concept of an Adaptable Learning Environment
ICALT2011-Widgets to support the concept of an Adaptable Learning EnvironmentICALT2011-Widgets to support the concept of an Adaptable Learning Environment
ICALT2011-Widgets to support the concept of an Adaptable Learning Environment
V_Gkatzidou
 
Conceptual Design Challenge 1_Tee_ 20100413
Conceptual Design Challenge 1_Tee_ 20100413Conceptual Design Challenge 1_Tee_ 20100413
Conceptual Design Challenge 1_Tee_ 20100413
plerntee
 
Giordano Colecciones/White Tees
Giordano Colecciones/White TeesGiordano Colecciones/White Tees
Giordano Colecciones/White Tees
codigotony
 
Open house core 21
Open house   core 21Open house   core 21
Open house core 21
MaryBeth DePaola
 
Useful Internet Services for managers
Useful Internet Services for managersUseful Internet Services for managers
Useful Internet Services for managers
Julia Sergeeva
 
Marketing a mediation_practice[1]
Marketing a mediation_practice[1]Marketing a mediation_practice[1]
Marketing a mediation_practice[1]
ahancocks
 
11.09.2010 - Award Funding Trends and F&A Distribution (Admin Leadership Meet...
11.09.2010 - Award Funding Trends and F&A Distribution (Admin Leadership Meet...11.09.2010 - Award Funding Trends and F&A Distribution (Admin Leadership Meet...
11.09.2010 - Award Funding Trends and F&A Distribution (Admin Leadership Meet...
Lisa Currin Fogarty
 
Wt4603 staged risk-assessment-2010
Wt4603 staged risk-assessment-2010Wt4603 staged risk-assessment-2010
Wt4603 staged risk-assessment-2010
JOE LYSTER
 
Insightbytes Services and Features Introduction
Insightbytes Services and Features IntroductionInsightbytes Services and Features Introduction
Insightbytes Services and Features Introduction
insightbytes
 
Vi 1 Presentation Iess 2010 Thang Le Dinh Feb 18
Vi 1 Presentation   Iess 2010   Thang Le Dinh   Feb 18Vi 1 Presentation   Iess 2010   Thang Le Dinh   Feb 18
Vi 1 Presentation Iess 2010 Thang Le Dinh Feb 18
IESS
 
Service systems and value modeling from an appreciative system perspective
Service systems and value modeling from an appreciative system perspectiveService systems and value modeling from an appreciative system perspective
Service systems and value modeling from an appreciative system perspective
IESS
 
A Squeaky Clean Opera
A Squeaky Clean OperaA Squeaky Clean Opera
A Squeaky Clean Opera
professorbutters
 
The kid named billy
The kid named billyThe kid named billy
The kid named billy
Tam Sjoberg
 
Materias Taller
Materias TallerMaterias Taller
Materias Taller
Yeny Ortega
 
Claire e cunningham portfolio 4 4-11
Claire e cunningham portfolio 4 4-11Claire e cunningham portfolio 4 4-11
Claire e cunningham portfolio 4 4-11
Claire E. Cunningham
 
Icthe policy02 cemca_kandy_palitha_edirisingha_6june2014
Icthe policy02 cemca_kandy_palitha_edirisingha_6june2014Icthe policy02 cemca_kandy_palitha_edirisingha_6june2014
Icthe policy02 cemca_kandy_palitha_edirisingha_6june2014
Palitha Edirisingha
 
Powerpoint For Delete! Litigation Risk Management Seminars, H&K Llp, Fall 2008
Powerpoint For Delete! Litigation Risk Management Seminars, H&K Llp, Fall 2008Powerpoint For Delete! Litigation Risk Management Seminars, H&K Llp, Fall 2008
Powerpoint For Delete! Litigation Risk Management Seminars, H&K Llp, Fall 2008
Seth Row
 
22 07
22 0722 07

Viewers also liked (20)

PARK corporate presentation
PARK corporate presentationPARK corporate presentation
PARK corporate presentation
 
How to Megaphone positive Change?
How to Megaphone positive Change?How to Megaphone positive Change?
How to Megaphone positive Change?
 
ICALT2011-Widgets to support the concept of an Adaptable Learning Environment
ICALT2011-Widgets to support the concept of an Adaptable Learning EnvironmentICALT2011-Widgets to support the concept of an Adaptable Learning Environment
ICALT2011-Widgets to support the concept of an Adaptable Learning Environment
 
Conceptual Design Challenge 1_Tee_ 20100413
Conceptual Design Challenge 1_Tee_ 20100413Conceptual Design Challenge 1_Tee_ 20100413
Conceptual Design Challenge 1_Tee_ 20100413
 
Giordano Colecciones/White Tees
Giordano Colecciones/White TeesGiordano Colecciones/White Tees
Giordano Colecciones/White Tees
 
Open house core 21
Open house   core 21Open house   core 21
Open house core 21
 
Useful Internet Services for managers
Useful Internet Services for managersUseful Internet Services for managers
Useful Internet Services for managers
 
Marketing a mediation_practice[1]
Marketing a mediation_practice[1]Marketing a mediation_practice[1]
Marketing a mediation_practice[1]
 
11.09.2010 - Award Funding Trends and F&A Distribution (Admin Leadership Meet...
11.09.2010 - Award Funding Trends and F&A Distribution (Admin Leadership Meet...11.09.2010 - Award Funding Trends and F&A Distribution (Admin Leadership Meet...
11.09.2010 - Award Funding Trends and F&A Distribution (Admin Leadership Meet...
 
Wt4603 staged risk-assessment-2010
Wt4603 staged risk-assessment-2010Wt4603 staged risk-assessment-2010
Wt4603 staged risk-assessment-2010
 
Insightbytes Services and Features Introduction
Insightbytes Services and Features IntroductionInsightbytes Services and Features Introduction
Insightbytes Services and Features Introduction
 
Vi 1 Presentation Iess 2010 Thang Le Dinh Feb 18
Vi 1 Presentation   Iess 2010   Thang Le Dinh   Feb 18Vi 1 Presentation   Iess 2010   Thang Le Dinh   Feb 18
Vi 1 Presentation Iess 2010 Thang Le Dinh Feb 18
 
Service systems and value modeling from an appreciative system perspective
Service systems and value modeling from an appreciative system perspectiveService systems and value modeling from an appreciative system perspective
Service systems and value modeling from an appreciative system perspective
 
A Squeaky Clean Opera
A Squeaky Clean OperaA Squeaky Clean Opera
A Squeaky Clean Opera
 
The kid named billy
The kid named billyThe kid named billy
The kid named billy
 
Materias Taller
Materias TallerMaterias Taller
Materias Taller
 
Claire e cunningham portfolio 4 4-11
Claire e cunningham portfolio 4 4-11Claire e cunningham portfolio 4 4-11
Claire e cunningham portfolio 4 4-11
 
Icthe policy02 cemca_kandy_palitha_edirisingha_6june2014
Icthe policy02 cemca_kandy_palitha_edirisingha_6june2014Icthe policy02 cemca_kandy_palitha_edirisingha_6june2014
Icthe policy02 cemca_kandy_palitha_edirisingha_6june2014
 
Powerpoint For Delete! Litigation Risk Management Seminars, H&K Llp, Fall 2008
Powerpoint For Delete! Litigation Risk Management Seminars, H&K Llp, Fall 2008Powerpoint For Delete! Litigation Risk Management Seminars, H&K Llp, Fall 2008
Powerpoint For Delete! Litigation Risk Management Seminars, H&K Llp, Fall 2008
 
22 07
22 0722 07
22 07
 

Similar to 10000001211

10000001203
1000000120310000001203
10000001203
CourtReads
 
10000001206
1000000120610000001206
10000001206
CourtReads
 
10000001202
1000000120210000001202
10000001202
CourtReads
 
10000001200
1000000120010000001200
10000001200
CourtReads
 
Doc723 motion to vacate claims & stay further proceeding
Doc723 motion to vacate claims & stay further proceedingDoc723 motion to vacate claims & stay further proceeding
Doc723 motion to vacate claims & stay further proceeding
malp2009
 
10000001209
1000000120910000001209
10000001209
CourtReads
 
10000001212
1000000121210000001212
10000001212
CourtReads
 
10000000031
1000000003110000000031
10000000031
Randall Reese
 
10000001236
1000000123610000001236
10000001236
CourtReads
 
10000001233
1000000123310000001233
10000001233
CourtReads
 
10000000032
1000000003210000000032
10000000032
Randall Reese
 
51.sulphur mtgrespmotavoidlien
51.sulphur mtgrespmotavoidlien51.sulphur mtgrespmotavoidlien
51.sulphur mtgrespmotavoidlien
jamesmaredmond
 
Sec vs Gina Champion-Cain & ANI development
Sec vs Gina Champion-Cain & ANI developmentSec vs Gina Champion-Cain & ANI development
Sec vs Gina Champion-Cain & ANI development
Hindenburg Research
 
Kodak equity committee opinion
Kodak equity committee opinionKodak equity committee opinion
Kodak equity committee opinion
Randall Reese
 
10000000013
1000000001310000000013
10000000013
Randall Reese
 
alexandra.pdf
alexandra.pdfalexandra.pdf
alexandra.pdf
Daniel Alouidor
 
Holden Cases Against State Dismissed
Holden Cases Against State DismissedHolden Cases Against State Dismissed
Holden Cases Against State Dismissed
Abdul-Hakim Shabazz
 
10000001201
1000000120110000001201
10000001201
CourtReads
 
10000001204
1000000120410000001204
10000001204
CourtReads
 

Similar to 10000001211 (19)

10000001203
1000000120310000001203
10000001203
 
10000001206
1000000120610000001206
10000001206
 
10000001202
1000000120210000001202
10000001202
 
10000001200
1000000120010000001200
10000001200
 
Doc723 motion to vacate claims & stay further proceeding
Doc723 motion to vacate claims & stay further proceedingDoc723 motion to vacate claims & stay further proceeding
Doc723 motion to vacate claims & stay further proceeding
 
10000001209
1000000120910000001209
10000001209
 
10000001212
1000000121210000001212
10000001212
 
10000000031
1000000003110000000031
10000000031
 
10000001236
1000000123610000001236
10000001236
 
10000001233
1000000123310000001233
10000001233
 
10000000032
1000000003210000000032
10000000032
 
51.sulphur mtgrespmotavoidlien
51.sulphur mtgrespmotavoidlien51.sulphur mtgrespmotavoidlien
51.sulphur mtgrespmotavoidlien
 
Sec vs Gina Champion-Cain & ANI development
Sec vs Gina Champion-Cain & ANI developmentSec vs Gina Champion-Cain & ANI development
Sec vs Gina Champion-Cain & ANI development
 
Kodak equity committee opinion
Kodak equity committee opinionKodak equity committee opinion
Kodak equity committee opinion
 
10000000013
1000000001310000000013
10000000013
 
alexandra.pdf
alexandra.pdfalexandra.pdf
alexandra.pdf
 
Holden Cases Against State Dismissed
Holden Cases Against State DismissedHolden Cases Against State Dismissed
Holden Cases Against State Dismissed
 
10000001201
1000000120110000001201
10000001201
 
10000001204
1000000120410000001204
10000001204
 

More from CourtReads

Brown publishing schedules
Brown publishing schedulesBrown publishing schedules
Brown publishing schedules
CourtReads
 
Flat out crazy petition
Flat out crazy petitionFlat out crazy petition
Flat out crazy petition
CourtReads
 
Flat out crazy ee motion
Flat out crazy ee motionFlat out crazy ee motion
Flat out crazy ee motion
CourtReads
 
Lodgenet first day decl
Lodgenet first day declLodgenet first day decl
Lodgenet first day decl
CourtReads
 
Lodgenet petition
Lodgenet petitionLodgenet petition
Lodgenet petition
CourtReads
 
Lodgenet plan
Lodgenet planLodgenet plan
Lodgenet plan
CourtReads
 
Lodgenet disclosure statement
Lodgenet disclosure statementLodgenet disclosure statement
Lodgenet disclosure statement
CourtReads
 
Flat out crazy first day decl
Flat out crazy first day declFlat out crazy first day decl
Flat out crazy first day decl
CourtReads
 
Atari critical vendor motion
Atari critical vendor motionAtari critical vendor motion
Atari critical vendor motion
CourtReads
 
Atari petition
Atari petitionAtari petition
Atari petition
CourtReads
 
Lyon workspace petition
Lyon workspace petitionLyon workspace petition
Lyon workspace petition
CourtReads
 
Lyon workspace employee motion
Lyon workspace employee motionLyon workspace employee motion
Lyon workspace employee motion
CourtReads
 
Hostess arb cash collateral opinion
Hostess arb cash collateral opinionHostess arb cash collateral opinion
Hostess arb cash collateral opinion
CourtReads
 
10000001246
1000000124610000001246
10000001246
CourtReads
 
10000001245
1000000124510000001245
10000001245
CourtReads
 
10000001244
1000000124410000001244
10000001244
CourtReads
 
10000001243
1000000124310000001243
10000001243
CourtReads
 
10000001242
1000000124210000001242
10000001242
CourtReads
 
10000001241
1000000124110000001241
10000001241
CourtReads
 
10000001240
1000000124010000001240
10000001240
CourtReads
 

More from CourtReads (20)

Brown publishing schedules
Brown publishing schedulesBrown publishing schedules
Brown publishing schedules
 
Flat out crazy petition
Flat out crazy petitionFlat out crazy petition
Flat out crazy petition
 
Flat out crazy ee motion
Flat out crazy ee motionFlat out crazy ee motion
Flat out crazy ee motion
 
Lodgenet first day decl
Lodgenet first day declLodgenet first day decl
Lodgenet first day decl
 
Lodgenet petition
Lodgenet petitionLodgenet petition
Lodgenet petition
 
Lodgenet plan
Lodgenet planLodgenet plan
Lodgenet plan
 
Lodgenet disclosure statement
Lodgenet disclosure statementLodgenet disclosure statement
Lodgenet disclosure statement
 
Flat out crazy first day decl
Flat out crazy first day declFlat out crazy first day decl
Flat out crazy first day decl
 
Atari critical vendor motion
Atari critical vendor motionAtari critical vendor motion
Atari critical vendor motion
 
Atari petition
Atari petitionAtari petition
Atari petition
 
Lyon workspace petition
Lyon workspace petitionLyon workspace petition
Lyon workspace petition
 
Lyon workspace employee motion
Lyon workspace employee motionLyon workspace employee motion
Lyon workspace employee motion
 
Hostess arb cash collateral opinion
Hostess arb cash collateral opinionHostess arb cash collateral opinion
Hostess arb cash collateral opinion
 
10000001246
1000000124610000001246
10000001246
 
10000001245
1000000124510000001245
10000001245
 
10000001244
1000000124410000001244
10000001244
 
10000001243
1000000124310000001243
10000001243
 
10000001242
1000000124210000001242
10000001242
 
10000001241
1000000124110000001241
10000001241
 
10000001240
1000000124010000001240
10000001240
 

10000001211

  • 1. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS) Debtor. Re: Docket Nos. 1, 69, 71, 78, 79, 92,93 Hearing Date: 7/16/12@ 10:00 a.m. JOINDER OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS IN: (I) MOTION OF CHERYL M. FOLEY, THOMAS WILNER, JANE WILNER, CHARLES JACKSON, MARY JACKSON AND KEVIN B. ALLEN, INDIVIDUALLY AND AS REPRESENTATIVES OF A CERTIFIED CLASS OF MEMBERS, TO TRANSFER VENUE; AND (II) MOTION OF CORDILLERA PROPERTY OWNERS ASSOCIATION, INC. AND CORDILLERA METROPOLITAN DISTRICT TO TRANSFER VENUE TO COLORADO The Official Committee of Unsecured Creditors ("Committee") appointed in the above captioned, Chapter 11 bankruptcy case of Cordillera Golf Club, LLC ("Debtor"), by and through its (proposed) undersigned counsel, respectfully files this Joinder (this "Joinder") in: (i) the Motion filed by Cheryl M. Foley, Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson and Kevin B. Allen, Individually and as Representatives of a Certified Class of Members, to Transfer Venue [Docket No. 69] (the "First Venue Motion'); and (ii) the Motion filed by Cordillera Property Owners Association, Inc. ("CPOA") and Cordillera Metropolitan District (the "District") to Transfer Venue to Colorado [Docket No. 79] ("Second Venue Motion"), and in support, would respectfully show this Court as follows: I. BACKGROUND 1. On June 26, 2012 ("Petition Date"), the Debtor filed its voluntary for relief under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq. (the "Bankruptcy The Debtor in this chapter II case, and the last four digits of its employer tax identification number, is: XX-XXX317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, co 81632. 615266.17/11112
  • 2. Code"), thereby initiating the above-captioned case with this Court (the "Bankruptcy Case"). The Debtor remains in control of its business and affairs as a debtor-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 2. On July 6, 2012, the United States Trustee filed its Notice of Appointment of Committee of Unsecured Creditors [Docket No. 86], thereby forming the Comrnittee. 2 3. The Debtor is the owner and operator of "The Club at Cordillera" (the "Club"), located in Edwards Colorado in Eagle County. The Club includes three 18-hole golf courses, a short course, three tennis centers, fitness facilities, five indoor and outdoor pools, a sununer camp and clubhouse for children, and riding, hiking and cross-country ski trails. See Declaration of Daniel L. Fitchett, Jr. in Support of Chapter 11 Petitions and First Day Relief ("Fitchett Declaration"), ~ 7. The Club is the Debtor's sole asset and only business. 4. The Club is located within the Cordillera residential community in Edwards, Colorado, and derives revenues through fees and dues related to Club memberships and marketed to community residents and others. Fitchett Declaration, ~~ 5, 6, 8-12. Upon information and belief, the sole, ultimate equity interest holder in the Club is Mr. David Wilhelm, a resident of Colorado. Fitchett Declaration, ~ 20; Consolidated Creditor Matrix [Docket No. 10], at p. 22. Mr. Wilhelm is also alleged to be a secured creditor of the Debtor, who, as of the Petition Date, is purportedly owed in excess of $7 million from the Debtor. Fitchett Declaration,~~ 53, 54. 5. On or about June 26, 2009, the Debtor entered into a loan agreement with Alpine Bank, under which the Debtor owes Alpine in excess of $12.7 million, which debt is alleged to 2 The Committee's current membership is comprised of the following various homeowners and trade creditors of the Debtor: (i) John D. O'Brien; (ii) Cheryl M. Foley; (iii) Ken Ulickey; (iv) Kevin B. Allen; (v) Dennis S. Meir; (vi) John S. Lemak; and (vii) Ceres Design & Arborscape, LLC. All of the Committee's members have Colorado addresses. 615266.1 7/11112 2
  • 3. be secured by substantially all of the Debtor's real and personal property. Fitchett Declaration, ~~ 50-52, 54. Alpine Bank is located in Colorado. Upon information and belief, Alpine Bank supports the transfer of venue of this Bankruptcy Case to the District of Colorado. B. The First Venue Motion 6. Over the past several years, the Debtor's relationship with its members, comprising its largest creditor constituency, has become strained, resulting in ongoing litigation in Colorado state courts that is a central feature in the Debtor's financial difficulties. First Venue Motion, at p. 2. 7. On July 3, 2012, Cheryl M. Foley, Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson and Kevin B. Allen filed the First Venue Motion, as individual homeowners in the Cordillera community, members of the Debtor, and as representatives of a class of homeowner members (collectively, the "Class Movants") certified in connection with litigation pending in Colorado state court (the "Class Action"). First Venue Motion, at pp. 3-4. 8. Each of these class member Plaintiffs asserts a noncontingent, unsecured claim against the Debtor for the return of the member's deposits with the Club, ranging in amount from $7,500 to $205,000, with an average of approximately $103,000, and for an aggregate total of approximately $62 million in pre-petition claims. See First Venue Motion, at Exh. A. Accordingly, this Plaintiff class by far comprises the largest claim constituency in this estate. As these creditors are comprised of Club members who are, in turn, largely comprised of Cordillera residents, these Plaintiffs, and their underlying interests, are essentially all located in Colorado. 9. Despite these facts, or perhaps concerned over the implications that would result from this disclosure, the Debtor failed to include any of these creditors in its List of Creditors Holding Twenty Largest Unsecured Claims filed with the Court [Docket No. 1] ("List of Twentv Largest"). According to the Plaintiffs, their members hold individual claims that exceed all but 615266.1 7/11/12 3
  • 4. one of the unsecured creditors that the Debtor included in its List of Twenty Largest. First Venue Motion, at p. 5. Notwithstanding, half of the creditors that the Debtor did list are also located in Colorado. 10. The Class Action involves the Plaintiff members' claims for, inter alia, breach of contract, inducement, securities violations, and related causes of action against the Debtor and related parties, and seeks the return of deposits and membership dues and fees paid to the Debtor. First Venue Motion, at Exh. B. These monies were paid to the Debtor in reliance on certain express promises, commitments and representations to provide access to Club facilities and other membership benefits and privileges. First Venue Motion, at Exh. B. II. On July 5, 2012, this Court entered its Order shortening the requisite notice period for the First Venue Motion [Docket No. 71], and setting an expedited hearing to consider the motion for July 16,2012, at 10:00 a.m. C. The Second Venue Motion 12. On July 5, 2012, the CPOA and the District filed their Second Venue Motion, through which these movants also joined in the First Venue Motion. The CPOA is one of two homeowner associations governing the Cordillera community. Its membership is comprised of private, individual homeowner consumers who also share similar claims and interests as the Class Movants. Related to this fact, the CPOA is the Defendant in separate litigation commenced by the Debtor and pending in Colorado state court, apparently contending that the CPOA is somehow responsible for the determination of numerous of the Debtor's members to seek to cancel their membership interests. Fitchett Declaration, ~ 6; Second Venue Motion, at ~~ 25-29. 13. In addition to generally acting as a property owners association, the CPOA is involved in the provision of numerous community operations and public safety and welfare 615266.1 7/11112 4
  • 5. services, including, without limitation, the management, maintenance and operation of public facilities, programs and initiatives. Second Venue Motion, at ~ 26. The CPOA provides for its operating expenses through assessments charged on the sale of homes in Cordillera. 14. The District is a quasi-municipal "special" district created under the laws of Colorado as a political subdivision of the state, and constructs and manages all public facilities and infrastructure in the district. Second Venue Motion, at ~~ 20-21. The District includes Cordillera, under which the Debtor is one of the District's two largest taxpayers. The District is thereby a secured creditor of the Debtor pursuant to various ad valorem tax obligations, and is owed approximately $205,311.31 corresponding to the Debtor's 2011 assessments. 15. On July 9, 2012, this Court entered its Order shortening the requisite notice period for the Second Venue Motion [Docket No. 92], and setting an expedited hearing to consider that motion at the same time as the First Venue Motion (July 16,2012, at 10:00 a.m.). II. JOINDER IN REQUESTED RELIEF 16. The Committee hereby joins in the relief sought in both the First Venue Motion and the Second Venue Motion, and respectfully prays that this Court enter its order immediately transferring this Bankruptcy Case, and all related proceedings, to the District of Colorado for continued administration. B. Applicable Standards 17. Even where venue is proper, a court may nevertheless transfer a case, "in the interest of justice or for convenience of the parties." 28 U.S.C. § 1412; Fed. R. Bankr.P. 1014(a)(1). Specifically, 28 U.S.C. § 1412 provides in relevant part that this Court "may transfer a case or proceeding under title 11 to a district court for another district, in the interest of justice or for the convenience of the parties." 28 U.S.C. § 1412. 615266.1 7/ll/12 5
  • 6. 18. First, the '"interest of justice' component of § 1412 is a broad and flexible standard which must be applied on a case-by-case basis. It contemplates a consideration of whether transferring venue would promote the efficient administration of the bankruptcy estate, judicial economy, timeliness, and fairness ... " In re Manville Forest Products Corp., 896 F.2d 1384, 1391 (2d Cir.l990). Secondly, in consideration of the second clause of this statute- the convenience ofthe parties- courts typically engage in a factor based analysis that contemplates: (i) The proximity of creditors of every kind to the Court; (ii) The proximity ofthe bankrupt (debtor) to the Court; (iii) The proximity of the witnesses and proof necessary to the administration of the estate and availability of subpoena power for unwilling witnesses; (iv) The location of the assets; (v) The enforceability of judgments and economic administration of the estate; (vi) The ability to receive a fair trial; (vii) The state's interest in having local controversies decided within its borders, by those familiar with its law; and (vii) The necessity for ancillary administration if bankruptcy [liquidation] should result. See In re LaGuardia Associates, L.P., 316 B.R. 832, 837 (Bankr. E.D. Pa. 2004) (citations omitted); Matter of Continental Airlines, Inc., 133 B.R. 585, 587-88 (Bankr. D. Del. 1991) (simultaneously addressing interests of justice and convenience of the parties as related considerations). C. All Factors Weigh In Support of Transferring This Bankruptcy Case to the District of Colorado 19. Here, it is beyond dispute that the Debtor, and the vast majority of its creditors, including the Debtors' most significant secured and unsecured creditors - the Class Action 615266.1 7/11/12 6
  • 7. Plaintiffs, the CPOA, the District, Mr. Wilhelm, Alpine Bank, and the members of the Committee- are all located in Colorado. There can be no dispute that venue for this Bankruptcy Case is proper in Colorado. 20. Of course, the Debtor's assets are also uniquely situated in Colorado. This is not a mere case of a debtor who operates in national or international markets irrespective of its primary location or place of business. The Debtor has no product to offer other than the real property and related services and facilities in Colorado. Trade vendors providing services to the Debtor and those seeking to become customers I members of the Debtor must, with negligible exceptions, necessarily do so in Colorado. Day to day business operations of the Club occur only in Colorado. 21. Because this case involves a significant real property development and a residential community located in Colorado, the State of Colorado has a particularized interest in the resolution of the disputes implicated in this Bankruptcy Case, which no other state can approximate. In re Buffets Holdings, Inc., 397 B.R. 725, 730 (Bankr. D. Del. 2008); In re Portjef!Development Corp., 118 B.R. 184, 193-94 (Bankr. E.D.N.Y. 1990) (even where no other factor supports transfer, the presence of the debtor's principal, if not sole, asset in the destination district "overwhelmingly militates in favor oftransfer ... "). 22. As cited in the First Venue Motion, this consideration is paramount where, as here, the sole or central asset of the estate is comprised of real property. Courts recognize the unique relationship and interest that a state has in matters affecting its local real estate. See First Venue Motion, at p. 9. See also In re Enron Corp., 284 B.R. 376, 392 (Bankr. S.D.N.Y. 2002) ("[m]atters concerning real property have always been of local concern and traditionally are 615266.1 7/11/12 7
  • 8. decided at the situs of the property." Citing and quoting In re Baltimore Food Systems, Inc., 71 B.R. 795, 803 (Bankr. D.S.C. 1986)). 23. As to the remaining relevant factors, the major related litigation involving the Debtor is currently pending in Colorado state courts, and upon information and belief, the Debtor's managers, principal offices, and books and records are all located in Colorado. Moreover, this case remains in its infancy, with only two hearings conducted, and primarily to consider first day requests on an interim basis. Therefore, transferring venue to Colorado can only maximize judicial economy and the availability of proof, while minimizing the burden on litigants and parties in interest. This is particularly true in the event that this case becomes an orderly sale or liquidation as apparently contemplated. 3 See also In re Abacus Broadcasting Corp., 154 B.R. 682, 684 (Bankr. W.D. Tex. 1993) (where liquidation is contemplated, the court should consider the added burden that would result in requiring a trustee to administer assets in a distant location). Furthermore, the agreements between the Debtor and its creditors are primarily governed under Colorado law. 24. The totality of the circumstances applied here constitute a compelling case to transfer venue, not only for the convenience of the parties but also in the interests of justice. The sole factor weighing in favor of the Debtor's choice of forum is simply deference to the Debtor's choice of forum. However, here, there exists some indication that the Debtor has sought to actually discourage creditor participation through its choice of forum. In light of the overwhelming nexus that Colorado has with the Debtor, its assets, creditors, and major disputes, and the corresponding lack of any meaningful nexus between the Debtor and Delaware, the The fact that the Debtor has proposed to sell one of its major golf course assets underscores this fact. Fitchett Declaration, 1111 41-42. Potential purchasers wishing to conduct due diligence in connection with this potential acquisition of a golf course facility must necessarily do so in Colorado and any sale would be subject to applicable Colorado law. 615266.1 7/11/12 8
  • 9. Debtor's choice of forum appears to have no other basis. Critically, the vast majority of the Debtor's creditors are comprised of individual, consumer homeowners and members located in Colorado. Many of these parties are in active litigation with the Debtor and its affiliates in Colorado. The adverse impact that these parties will suffer in having to participate in this case in Delaware are greater than might be expected of a business that is accustomed to operating in different markets, and would be particularly acute. The fact that the Debtor failed to disclose the locations of its true major unsecured creditors -these same individual homeowner members -is troubling and evidence of its attempt to disenfranchise unsecured creditors in this case. See also In re Pine haven Associates, 132 B.R. 982, 990 (Bankr. E.D.N.Y. 1991) (debtor's choice of forum is not entitled to deference where it appears motivated not by the convenience of the parties, but "to make this Chapter 11 case more burdensome to creditors and other interested . partres... ") . D. Conclusion 25. In sunrmary, the estate's property is comprised of real estate and related operations uniquely located in residential communities in Colorado. The Debtor's assets, offices, operations, records, managers, and secured creditors are all located in Colorado. Many of the Debtor's creditors are private citizens whose participation in this Bankruptcy Case would be strained and discouraged by the need to litigate in a distant forum. Therefore, as the Debtor has no connection to Delaware other than its state of incorporation, this Court should exercise its discretion to transfer this case to the District of Colorado. 615266.1 7/ll/12 9
  • 10. WHEREFORE, PREMISES CONSIDERED, the Official Committee of Unsecured Creditors respectfully joins in the requests of the Class Movants, CPOA, and District for this Court's entry of its Order immediately transferring this case to the District of Colorado, and granting such other and further relief to the Committee as to which it has shown itself to be justly entitled. Dated: July 11, 2012 SAUL EWING LLP By:-'----:------,--:-::-----:.,-------- Mark Minuti (No. 2659) 222 Delaware Avenue, Suite 1200 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6840 Facsimile: (302) 421-5873 E-mail: mminuti@saul.com -and- MUNSCH HARDT KOPF & HARR, P.C. Russell L. Munsch Texas Bar No. 14671500 Joseph J. Wielebinski Texas Bar No. 21432400 Jay H. Ong Texas Bar No. 24028756 3 800 Lincoln Plaza 500 N. Akard Street Dallas, TX 75201-6659 Telephone: (214) 855-7500 Facsimile: (214) 978-4335 E-mail: rmunsch@munsch.com E-mail: jwielebinski@munsch.com E-mail: jong@munsch.com Proposed Counsel for the Official Committee of Unsecured Creditors 615266.1 7111112 10
  • 11. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CORDILLERA GOLF CLUB, LLC, Case No. 12-11893 (CSS) Debtor. CERTIFICATE OF SERVICE I, Mark Minuti, hereby certify that on July 11, 2012, I caused a copy of the foregoing I I Joinder of the Official Committee of Unsecured Creditors in: (I) Motion of Cheryl M. Foley, Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson and Kevin B. Allen, Individually and as Representatives of a Certified Class of Members, to Transfer Venue; and (II) Motion of Cordillera Property Owners Association, Inc. and Cordillera Metropolitan District to Transfer Venue to Colorado to be served on the parties on the attached service list in the manner indicated therein. SAUL EWING LLP By:.~--~~~--~~------- Mark Minuti (No. 2659) 222 Delaware Avenue, Suite 1200 P. 0. Box 1266 Wilmington, DE 19801-1266 (302) 421-6840 615266.1 7/11112 I
  • 12. CORDILLERA GOLF CLUB, LLC Service List Via Hand Delivery: Matthew P. Ward, Esquire Michael R. Nestor, Esquire Ericka F. Johnson, Esquire Joseph M. Barry, Esquire Womble Carlyle Sandridge & Rice, LLP Donald J. Bowman, Esquire 222 Delaware Avenue, Suite 1501 Young Conaway Stargatt & Taylor LLP Wilmington, DE 19801 Rodney Square 1000 North King Street Ellen W. Slights, Esquire Wilmington, DE 19801 United States Attorney's Office District of Delaware Mark Kenney, Esquire 1007 N. Orange Street, Suite 700 Office of the United States Trustee P.O. Box 2046 J. Caleb Boggs Federal Building Wilmington, DE 19899-2046 844 King Street, Suite 2207 Wilmington, DE 19801 Via Electronic Mail and First Class Mail: Mark D. Collins, Esquire Erika L. Morabito, Esquire Zachary I. Shapiro, Esquire Brittney J. Nelson, Esquire Richards, Layton & Finger, P.A. Foley Lardner LLP One Rodney Square 3000 K Street, N.W., Suite 600 920 N. King Street Washington, DC 20007 Wilmington, DE 19801 Christopher Celentino, Esquire Tobey M. Daluz, Esquire Mikel Bistrow, Esquire Joshua E. Zugarman, Esquire Dawn Messick, Esquire Ballard Spahr LLP Foley Lardner LLP 919 N. Market Street, I Ith Floor 402 W. Broadway, Suite 2100 Wilmington, DE 19801 San Diego, CA 92101 Damien Tancredi, Esquire Cozen O'Connor, PC Carl A. Eklund, Esquire Ballard Spahr, LLP I 1201 N. Market Street, Suite 1400 1225 I 7th Street, Suite 2300 I Wilmington, DE 19801 Denver, CO 80202 William P. Bowden, Esquire Vincent J. Marriott, III, Esquire Ricardo Palacio, Esquire Sara Schindler-Williams, Esquire Ashby & Geddes, P.A. 500 Delaware avenue, 8th Floor Ballard Spahr, LLP 1735 Market Street, 51st Floor I P.O. Box 1150 Philadelphia, PA I 9 I 03 Wilmington, DE 19899 615266.1 7/ll/12
  • 13. James J. Holman, Esquire Via First Class Mail: Duane Morris LLP Dan White 30 South 17th Street Cordillera Golf Club, LLC Philadelphia, PA 19103 97 Main Street, Suite E202 Edwards, CO 81632 Arthur J. Abramowitz, Esquire Cozen O'Connor, PC Securities & Exchange Commission Libertyview, Suite 300 Central Regional Office 457 Haddonfield Road Attn: Office of General Counsel Cherry Hill, NJ 08002 (Bankruptcy) 1801 California Street, Suite 1500 Brad W. Breslau, Esquire Denver, CO 80202 Cozen O'Connor, PC 707 17th Street, Suite 3100 Colorado Department of Revenue Denver, CO 80202 Attn: Bankruptcy Unit 1375 Sherman Street, Room 1375 Melissa Maxman, Esquire Denver, CO 80261 Ronald Wick, Esquire Cozen O'Connor, PC Secretary of State 1627 I Street, NW, Suite 1100 Division of Corporations Washington, DC 20006 Franchise Tax John G. Townsend Building Harland W. Robins, Esquire 401 Federal Street- Suite 4 Dickinson Wright PLLC P.O. Box 898 15 N. 4th Street Dover, DE 19903 Columbus, OH 43215 Secretary of Treasury Kristi A. Katsma, Esquire 820 Silver Lake Boulevard, Suite 100 Dickinson Wright PLLC P.O. Box 7040 500 Woodward Avenue, Suite 4000 Dover, DE 19903 Detroit, MI 48226 George S. Canellos, Regional Director Garry R. Appel, Esquire Securities & Exchange Commission Appel & Lucas, P.C. 1660 17th Street, Suite 200 New York Office 3 World Financial Center, Suite 400 I I Denver, CO 80202 New York, NY 10281-1022 [ Peter A. Cal, Esquire Internal Revenue Service Mark L. Fulford, Esquire Department of Treasury Sherman & Howard L.L.C. Ogden, UT 84201-0030 633 17th Street, Suite 3000 Denver, CO 80202 Internal Revenue Service Centralized Insolvency Section 2970 Market Street Philadelphia, PA 19104 615266.1 7/11/12 2
  • 14. Internal Revenue Service Centralized Insolvency Section P.O. Box 7346 Philadelphia, PA 19101-7346 615266.1 7111112 3