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Full title: Adversary case 21-50458. Complaint by ASAP Property Holdings Inc. against Sky Harbor Atlanta Northeast, LLC. Fee Amount $350 (21 (Validity, priority or extent of lien or other interest in property)),(91 (Declaratory judgment)). AP Summons Served due date: 8/12/2021. (Attachments: # 1 Exhibit A # 2 Exhibit B # 3 Exhibit C) (Gibson, Jason) (Entered: 05/14/2021)

Document posted on May 13, 2021 in the bankruptcy, 9 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

the “Debtors”) in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte Ltd. (7669); Eagle Hospitality Trust S2 Pte Ltd. (7657);EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6846); Sky Harbor Denver Holdco, LLC (6650); Sky Harbor Denver Tech Center, LLC (8303); UCCONTI, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd.,The Plaintiff commenced this Adversary Proceeding against the Defendant for: (i) an Order determining that the AFM Lawsuit is not property of the Defendant’s estate under Bankruptcy Code § 541 and that the Defendant has no interest in same; and, (ii) a Declaratory Judgment confirming that the Plaintiff is the owner of all rights to the AFM Lawsuit; and, (iii) an Order granting the Plaintiff such other and further relief as this Court deems just, proper and equitable. 2 ASAP International Hotel, LLC (“ASAP International”) has commenced a separate adversary proceeding against the Defendant asserting that ASAP International and certain other parties set forth therein are the rightful owners of a certain 3 acre parcel of sub-divided property (defined as the “Excluded Parcel”) adjacent to the Property and that the Excluded Parcel is not property of the Defendant’s Estate. ASAP International and ASAP Property have jointly filed an Objection to the Debtors’ Sale Motion, ASAP International asserting that the Defendant is not entitled to sell the Excluded Parcel because it and certain other parties are the rightful owners of same and ASAP Property, asserting that the Defendant is not entitled to sell the rights to the AFM Lawsuit because it is the rightful owner of same.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE -----------------------------------------------------------x In re: Chapter 11 EHT US1, INC., et al.,1 Case No. 21-10036 (CSS) Debtors. (Jointly Administered) ------------------------------------------------------------x ASAP PROPERTY HOLDINGS INC., Plaintiff, Adv. Proc. No. REFER TO SUMMONS against SKY HARBOR ATLANTA NORTHEAST, LLC, Defendant. ------------------------------------------------------------x COMPLAINT Plaintiff, ASAP PROPERTY HOLDINGS INC., (“Plaintiff” or “ASAP Property”), by its undersigned attorneys, as and for its complaint against the debtor and defendant, Sky Harbor Atlanta Northeast, LLC (the “Defendant” or “Sky Harbor”), in this adversary proceeding (the “Adversary Proceeding”), respectfully alleges as follows: 1 The Debtors (collectively. the “Debtors”) in these chapter 11 cases, along with the last four digits of each debtor’s tax identification number, as applicable, are as follows: EHT US1, Inc. (6703); 5151 Wiley Post Way, Salt Lake City, LLC (1455); ASAP Cayman Atlanta Hotel LLC (2088); ASAP Cayman Denver Tech LLC (7531); ASAP Cayman Salt Lake City Hotel LLC (7546); ASAP Salt Lake City Hotel, LLC (7146); Atlanta Hotel Holdings LLC (6450); CI Hospitality Investment, LLC (7641); Eagle Hospitality Real Estate Investment Trust (7734); Eagle Hospitality Trust S1 Pte Ltd. (7669); Eagle Hospitality Trust S2 Pte Ltd. (7657); EHT Cayman Corp. Ltd. (7656); Sky Harbor Atlanta Northeast, LLC (6846); Sky Harbor Denver Holdco, LLC (6650); Sky Harbor Denver Tech Center, LLC (8303); UCCONTI, LLC (0463); UCF 1, LLC (6406); UCRDH, LLC (2279); UCHIDH, LLC (6497); Urban Commons 4th Street A, LLC (1768); Urban Commons Anaheim HI, LLC (3292); Urban Commons Bayshore A, LLC (2422); Urban Commons Cordova A, LLC (4152); Urban Commons Danbury A, LLC (4388); Urban Commons Highway 111 A, LLC (4497); Urban Commons Queensway, LLC (6882); Urban Commons Riverside Blvd., A, LLC (4661) and USHIL Holdco Member, LLC (4796). The Debtors’ mailing address is 3 Times Square, 9th Floor, New York, NY 10036 c/o Alan Tantleff (solely for purposes of notices and communications).

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I. JURISDICTION, VENUE, AND STATUTORY PREDICATES 1. This Court has jurisdiction over this Adversary Proceeding pursuant to 28 U.S.C. §§ 157 and 1334(b) and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012. 2. This is a core proceeding under 28 U.S.C. § 157(a) and (b) (2)(A) and (O), and 1334. 3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 4. Pursuant to Local Rule 7008-1, Plaintiff hereby states that it does not consent to the entry of final orders or judgments by the Court. 5. This Adversary Proceeding is commenced against Defendant pursuant to 11 U.S.C. §§ 105(a), 541 and Rule 7001 of the Federal Rules of Bankruptcy Procedure, and any other applicable section of the Bankruptcy Code or any other Rule of the Federal Rules of Bankruptcy Procedure. II. NATURE OF RELIEF SOUGHT 6. The Debtors’ pursuant to Bankruptcy Code § 363 filed with the Court on March 9, 2021 (Court Docket No. 334) a motion to sell substantially all of assets (the “Sale Motion ), which may include inter alia, the rights to a certain lawsuit pending since 2017 in the Northern District Court of Georgia captioned, Sky Harbor Atlanta Northeast LLC and Crestline Hotels & Resorts, LLC (“Crestline”) v. Affiliated FM Insurance Company, Case #17-CV-03910 (the “AFM Lawsuit”), which was previously assigned to ASAP Property on October 2, 2018 and has been funded and prosecuted by ASAP Property ever since. 7. The AFM Lawsuit relates to the Defendant and Crestline’s claim against its insurance company, Affiliated FM Insurance Company (“Affiliated”) concerning certain roof, window leaks, mold remediation and other damages to the Hilton Atlanta Northeast with an

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address of 5993 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30092 (the “Property”), which Property was owned by the Defendant and upon information and belief, is still owned by the Defendant. 8. As set forth below, as a result of a certain written Assignment, the Plaintiff is the rightful owner of all of the rights to the AFM Lawsuit and therefore, the AFM Lawsuit does not constitute property of the Defendant’s bankruptcy estate under Bankruptcy Code § 541. 9. The Plaintiff commenced this Adversary Proceeding against the Defendant for: (i) an Order determining that the AFM Lawsuit is not property of the Defendant’s estate under Bankruptcy Code § 541 and that the Defendant has no interest in same; and, (ii) a Declaratory Judgment confirming that the Plaintiff is the owner of all rights to the AFM Lawsuit; and, (iii) an Order granting the Plaintiff such other and further relief as this Court deems just, proper and equitable. 10. Contemporaneously with this Adversary Proceeding, the Plaintiff is filing an objection to the Sale Motion for the reasons set forth herein solely to the extent that said proposed sale concerns the rights to the AFM Lawsuit.2 III. CASE BACKGROUND AND THE PARTIES 11. On January 18, 2021 (the “Petition Date”), the above-referenced Debtors, including the Defendant, filed voluntary petitions for relief pursuant to Chapter 11, Title 11 of the United States Code (the “Bankruptcy Code”). 2 ASAP International Hotel, LLC (“ASAP International”) has commenced a separate adversary proceeding against the Defendant asserting that ASAP International and certain other parties set forth therein are the rightful owners of a certain 3 acre parcel of sub-divided property (defined as the “Excluded Parcel”) adjacent to the Property and that the Excluded Parcel is not property of the Defendant’s Estate. ASAP International and ASAP Property have jointly filed an Objection to the Debtors’ Sale Motion, ASAP International asserting that the Defendant is not entitled to sell the Excluded Parcel because it and certain other parties are the rightful owners of same and ASAP Property, asserting that the Defendant is not entitled to sell the rights to the AFM Lawsuit because it is the rightful owner of same.

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12. Upon information and belief, the Debtors continue to manage their businesses and properties as debtors in possession pursuant to 11 U.S.C. §§ 1107 and 1108. 13. The Debtors’ chapter 11 cases are being jointly administered for procedural purposes only pursuant to Bankruptcy Rule 1015(b), Local Rule 1015-1, the Order Directing Joint Administration of Related Chapter 11 Cases [Docket No. 58]. 14. On February 4, 2021, the Office of the United States Trustee for Region 3 (the “U.S. Trustee”) appointed an official committee of unsecured creditors pursuant to section 1102 of the Bankruptcy Code, which committee was thereafter amended by the U.S. Trustee on or about February 16, 2021. (Docket No.’s 148 and 215). 15. Plaintiff is a corporation organized and existing under the laws of the State of California with its principal place of business located at 81 N. Mentor Ave., Pasadena, CA 91106 16. Upon information and belief, the Defendant is a limited liability company organized and existing under the laws of the State of Delaware with its principal place of business located at 5993 Peachtree Industrial Boulevard, Hilton Atlanta Northeast. Norcross, Georgia 20092 and an address for mailing and notice purposes of 3 Times Square, 9th Floor, New York, NY 10036 c/o Mr. Alan Tantleff. 17. As set forth below, the rights to the AFM Lawsuit were duly assigned to the Plaintiff and accordingly, same is not property of the Defendant’s estate under Bankruptcy Code § 541. 18. The Plaintiff is concerned that a blanket order by this Court selling all rights, and claims of the Defendant to a successful buyer as part of the Sale Motion, will later serve as the basis to assert an entitlement to the AFM Lawsuit, which has not been an asset of the Defendant

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since 2018, which is why the Plaintiff has commenced this Adversary Proceeding and is contemporaneously filing its limited objection to the Sale Motion. IV. FACTS PERTINENT TO ALL CAUSES OF ACTION A. The AFM Lawsuit 19. On October 5, 2017, the Defendant and Crestline commenced the AFM Lawsuit against Affiliated, who was the Defendant’s insurance company at that time. 20. The AFM Lawsuit was initially commenced in the Superior Court of Gwinnett County, State of Georgia and was based in principal part, upon the allegation that Affiliated improperly denied insurance coverage with respect to roof, window leaks, significant mold remediation and other damage to the Property. In response, Affiliated filed its answer and counterclaims, and removed the lawsuit to the Federal Court for the Northern District of Georgia, case #17-CV 03910. 21. On or about October 2, 2018, the Defendant executed an assignment and assigned all of its right title and interest in the AFM Lawsuit to ASAP Property. A true and complete copy of this assignment (the “Assignment”) and other relevant documents are collectively annexed hereto and incorporated herein as Exhibit “A”. The Assignment was dated in error with the year “2017,” and in fact the date of the execution of the Assignment was October 2, 2018. 22. Through a series of approved and complicated transactions, ownership of the Defendant was ultimately transferred to the Eagle Hospitality Real Estate Investment Trust (the “Singapore REIT” also referred to herein as the “REIT”). 23. At the time of the transfer of the ownership of the Defendant into the REIT in 2019, this Assignment and the fact that the AFM Lawsuit was no longer property of the Defendant was completely and fully disclosed.

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24. In fact, as part of the REIT due diligence process, EHT HAN, LLC, an affiliate of the REIT, requested that ASAP International execute an Indemnity Agreement dated May 2019, to indemnify EHT HAN, LLC with respect to any counterclaim liability under the AFM Lawsuit. This indemnity obligation is listed on the bankruptcy Schedules of the Defendant. A true and complete copy of this Indemnity Agreement is annexed hereto and incorporated herein as Exhibit “B”. 25. The Indemnity Agreement to EHT HAN, LLC, was given, in part, because the AFM Lawsuit had been assigned to ASAP Property. This was communicated and confirmed not only at the time of the REIT transaction but also pursuant to a certain letter dated November 5, 2020 to William Sullivan, Esq. at Paul Hastings LLP. A true and complete copy of the Paul Hastings Letter is annexed hereto as Exhibit “C”. 26. The AFM Lawsuit has continued to be prosecuted and defended before the United States District Court for the Northern District of Georgia, since 2018 at the expense of ASAP Property. 27. On March 15, 2021, the United States District Court granted Affiliated’s motion for summary judgment with respect to its denial of coverage and granted plaintiff’s motion for summary judgment dismissing the counterclaims asserted against Defendant. Both sides have appealed this decision to the 11th Circuit Court of Appeals. 28. To the extent that the 11th Circuit Court of Appeals affirms the District Court, the AFM Lawsuit will be over, with each side losing their respective claims against the other. 29. However, ASAP Property is concerned that a blanket order by this Court selling all rights, and claims of the Defendant to a successful buyer as part of the Sale Motion, will later serve

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as the basis to assert an entitlement to any proceeds of the AFM Lawsuit, which has not been property of the Defendant since the date of the Assignment. 30. For these reasons, the Plaintiff has commenced this Adversary Proceeding and filed an Objection to the Sale Motion to ensure that its rights to the AFM Lawsuit are not sold to a third-party. FIRST CLAIM FOR RELIEF Order Determining that the Rights to the AFM Lawsuit is not Property of the Defendant’s Estate under Bankruptcy Code § 541 (Turnover of Non-Estate Property) 31. Plaintiff repeats and realleges the allegations contained in each of the preceding paragraphs as if fully set forth herein. 32. Section 541 of the Bankruptcy Code defines property of the estate and provides in pertinent part as follows: (a) The commencement of a case under section 301, 302, or 303 of this title creates an estate. Such estate is comprised of all the following property, wherever located and by whomever held: (1) Except as provided in subsections (b) and (c)(2) of this section, all legal or equitable interests of the debtor in property as of the commencement of the case… (b) Property of the estate does not include— (1) any power that the debtor may exercise solely for the benefit of an entity other than the debtor; (emphasis supplied) 33. When the Defendant was acquired by the REIT in 2019, the REIT did NOT acquire an interest in the AFM Lawsuit because same was assigned to ASAP Property in 2018. Accordingly, the Defendant has no legal or equitable interest in the AFM Lawsuit and was not property of the Defendant’s bankruptcy estate on the Petition Date within the meaning of Bankruptcy Code § 541.

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34. For all of the forgoing reasons, the Plaintiff is entitled to an Order determining that the rights to the AFM Lawsuit are not property of the Defendant’s Estate under Bankruptcy Code § 541. SECOND CLAIM FOR RELIEF Action for a Declaratory Judgment Under 28 U.S.C. §§ 2201 and/or 2202 and/or Federal Rule of Civil Procedure 57 35. Plaintiff repeats and realleges the allegations contained in each of the preceding paragraphs as if fully set forth herein. 36. The provisions of the Assignment make it clear that the rights to the AFM Lawsuit are not property of the Defendant’s estate. 37. Notwithstanding the forgoing, the Defendants and the Debtors have filed the Sale Motion with the Court seeking to sell “substantially all of their assets” which could be construed to include the Defendant’s rights to the AFM Lawsuit. 38. As a result of the forgoing and because of the imminence of the pending Sale Motion, there is an actual and justiciable controversy between the parties concerning the ownership of the rights to the AFM Lawsuit. 39. For all of the forgoing reasons, the Plaintiff is entitled to a Declaratory Judgment confirming that it is the rightful owner of all rights to the AFM Lawsuit. WHEREFORE, the Plaintiff respectfully requests the following relief: (i) On its First Cause of Action, an Order determining that the rights to the AFM Lawsuit are not property of the Defendant’s Estate under Bankruptcy Code § 541; (ii) On its Second Cause of Action, a Declaratory Judgment that is entitled to a Declaratory Judgment confirming that it is the rightful owner of all rights to the AFM Lawsuit; and, (iii) Such other and further relief as this Court deems just, proper and equitable.

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Dated: May 14, 2021 THE ROSNER LAW GROUP LLC Wilmington, Delaware By: /s/ Jason A. Gibson Frederick B. Rosner (DE 3995) Jason A. Gibson (DE 6091) 824 N. Market Street, Suite 810 Wilmington, DE 19801 Tel.: (302) 777-1111 Email: gibson@teamrosner.com -and- PLATZER, SWERGOLD, GOLDBERG KATZ & JASLOW, LLP Clifford A. Katz 475 Park Avenue South - 18th Floor New York, New York 10016 Tel.: (212) 593-3000 Email: ckatz@platzerlaw.com Counsel for ASAP PROPERTY HOLDINGS INC.

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