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Full title: Limited Objection to Emergency Ex Parte Motion of Debtor for Interim and Final Orders Authorizing (I) Continued Use of Existing Cash Management System, (II) Maintenance of Existing Bank Accounts, (III) Continued Use of Existing Business Forms, and (IV) Maintenance of Existing Deposit Practices Filed by Creditor Savings Bank of Walpole (RE: related document(s) 18 Motion (BK) filed by Debtor The Prospect-Woodward Home) (Powell, Charles) (Entered: 09/02/2021)

Document posted on Sep 1, 2021 in the bankruptcy, 4 pages and 0 tables.

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LIMITED OBJECTION TO EMERGENCY EX PARTE MOTION OF DEBTOR FOR INTERIM AND FINAL ORDERS AUTHORIZING (I) CONTINUED USE OF EXISTING CASH MANAGEMENT SYSTEM, (II) MAINTENANCE OF EXISTING BANK ACCOUNTS, (III) CONTINUED USE OF EXISTING BUSINESS FORMS, AND (IV) MAINTENANCE OF EXISTING DEPOSIT PRACTICES The creditor, Savings Bank of Walpole (the “Creditor” or “Bank”), files this Limited Objection to Emergency Ex Parte Motion of Debtor for Interim and Final Orders Authorizing (I)In addition to the Bank’s rights under the various loan documents memorializing the Bank’s $3 million loan to the Debtor, to the extent that the Bank holds or controls funds of the Debtor in accounts, it also possesses a right of setoff and/or recoupment as against the funds in the accounts.May 16, 2016) (citing Citizens Bank for notion that, “[s]ubstantively, setoff is non-bankruptcy right, preserved with ‘certain exceptions’ in § 553, that ‘allows entities that owe each other money to apply their mutual debts against each other, thereby avoiding the absurdity of making A pay B when B owes A.’”); RSA 382-A:9-314 (“A security interest in deposit accounts, electronic chattel paper, letter-of-credit rights, or electronic documents is perfected by control . . .Deny the Cash Management Motion as to funds/accounts held by the Bank or require modification of the proposed order to preserve the Bank’s rights and secured position; and B. Grant Savings Bank of Walpole such further relief as may be just and proper.

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEW HAMPSHIRE ) In re: ) Chapter 11 ) The Prospect-Woodward Home, ) Case No. 21-10523-BAH ) Debtor. ) ) LIMITED OBJECTION TO EMERGENCY EX PARTE MOTION OF DEBTOR FOR INTERIM AND FINAL ORDERS AUTHORIZING (I) CONTINUED USE OF EXISTING CASH MANAGEMENT SYSTEM, (II) MAINTENANCE OF EXISTING BANK ACCOUNTS, (III) CONTINUED USE OF EXISTING BUSINESS FORMS, AND (IV) MAINTENANCE OF EXISTING DEPOSIT PRACTICES The creditor, Savings Bank of Walpole (the “Creditor” or “Bank”), files this Limited Objection to Emergency Ex Parte Motion of Debtor for Interim and Final Orders Authorizing (I) Continued Use of Existing Cash Management System, (II) Maintenance of Existing Bank Accounts, (III) Continued Use of Existing Business Forms, and (IV) Maintenance of Existing Deposit Practices dated August 30, 2021 (Doc. No. 18) (the “Objection”) and states as follows: 1. The Bank incorporates by reference its Preliminary Statement contained in its Limited Objection to Amended Emergency Ex Parte Motion of Debtor for Entry of Interim and Final Orders (I) Authorizing the Use of Cash Collateral, (II) Granting Adequate Protection, (III) Modifying the Automatic Stay, (IV) Setting a Final Hearing, and (V) Granting Related Relief dated August 31, 2021 which has been filed contemporaneously herewith. This objection concerns the Emergency Ex Parte Motion of Debtor for Interim and Final Orders Authorizing (I) Continued Use of Existing Cash Management System, (II) Maintenance of Existing Bank Accounts, (III) Continued Use of Existing Business Forms, and (IV) Maintenance of Existing Deposit Practices (“Cash Management Motion”), Doc. No. 18, filed by the Debtor on August 30, 2021. This filing constitutes a preliminary objection intended to preserve the Bank’s rights. Noting that the Bank

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believes it has arrived at a resolution with the Debtor of this Objection and the Bank’s concerns, the Bank reserves the right to supplement this filing as may prove necessary. 2. The Bank’s Objection to the Cash Management Motion is simple and straightforward. In addition to the Bank’s rights under the various loan documents memorializing the Bank’s $3 million loan to the Debtor, to the extent that the Bank holds or controls funds of the Debtor in accounts, it also possesses a right of setoff and/or recoupment as against the funds in the accounts. See Citizens Bank v. Strumpf, 516 U.S. 16, 18 (1995) (“Although no federal right of setoff is created by the Bankruptcy Code, 11 U.S.C. § 553(a) provides that, with certain exceptions, whatever right of setoff otherwise exists is preserved in bankruptcy.”); see also In re Taal, Bk. No. 14-10163-JMD, 2016 Bankr. LEXIS 2013, at *36 (D.N.H. Bankr. May 16, 2016) (citing Citizens Bank for notion that, “[s]ubstantively, setoff is non-bankruptcy right, preserved with ‘certain exceptions’ in § 553, that ‘allows entities that owe each other money to apply their mutual debts against each other, thereby avoiding the absurdity of making A pay B when B owes A.’”); RSA 382-A:9-314 (“A security interest in deposit accounts, electronic chattel paper, letter-of-credit rights, or electronic documents is perfected by control . . . when the secured party obtains control and remains perfected by control only while the secured party retains control.” (emphasis added)). 3. Accordingly, transfer of those account balances to other institutions could be construed to be or is prejudicial to the Bank’s secured position and claim. To the extent that an order is entered preserving the Bank’s rights, the Bank does not object. However, in the absence of that accommodation, the Cash Management Motion is unfairly prejudicial to the Bank and should be denied to the extent of funds held by the Bank. WHEREFORE, the Creditor respectfully requests that this Honorable Court: 2

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A. Deny the Cash Management Motion as to funds/accounts held by the Bank or require modification of the proposed order to preserve the Bank’s rights and secured position; and B. Grant Savings Bank of Walpole such further relief as may be just and proper. Respectfully submitted, SAVINGS BANK OF WALPOLE By its attorneys, DEVINE, MILLIMET & BRANCH PROFESSIONAL ASSOCIATION Dated: September 2, 2021 By: /s/ Charles R. Powell Charles R. Powell, Esquire, #05507 Devine, Millimet & Branch, P.A. 111 Amherst Street Manchester, NH 03101 603-669-1000 cpowell@devinemillimet.com 3

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CERTIFICATE OF SERVICE I, Charles R. Powell III, Esq., do hereby certify that on the date referenced below, I served a copy of the Objection to Emergency Ex Parte Motion of Debtor for Interim and Final Orders Authorizing (I) Continued Use of Existing Cash Management System, (II) Maintenance of Existing Bank Accounts, (III) Continued Use of Existing Business Forms, and (IV) Maintenance of Existing Deposit Practices and accompanying Certificate of Service via CM/ECF and/or United States First Class mail, postage pre-paid to all attorneys of record, including: Stephen J. Astringer Daniel M. Deschenes Polsinelli PC Hinckley, Allen & Snyder LLP 222 Delaware Avenue, Suite 1101 650 Elm Street, Suite 500 Wilmington, DE 19801 Manchester, NH 03101-2551 Jennifer V. Doran Owen R. Graham Hinckley, Allen & Snyder LLP Hinckley Allen 28 State Street 650 Elm Street Boston, MA 02109-1775 Ste 5th Floor Manchester, NH 03101 Jeremy R. Johnson Kimberly Bacher Polsinelli PC Office of the U.S. Trustee 600 3rd Avenue, 42nd Floor 53 Pleasant Street, Suite 2300 New York, NY 10016 Concord, NH 03301 Steven M. Notinger Frank P. Spinella, Jr. Notinger Law, PLLC Wadleigh, Starr & Peters, PLLC P.O. Box 7010 95 Market Street Nashua, NH 03060 Manchester, NH 03101 J. Christopher Marshall Daniel S. Bleck, Assistant Attorney General MINTZ, LEVIN, COHN, FERRIS, NH Department of Justice GLOVSKY AND POPEO, P.C. 33 Capitol Street One Financial Center Concord, New Hampshire 03301-6397 Boston, Massachusetts 02111 Dated: September 2, 2021 By: /s/ Charles R. Powell______________ Charles R. Powell, Esquire, #05507 Devine, Millimet & Branch, P.A. 111 Amherst Street Manchester, NH 03101 603-669-1000 cpowell@devinemillimet.com 4

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