Opinion
No. EFCA2016000055.
04-26-2016
In the Matter of ADVANCE FUNDING LLC, Petitioner, for Judicial Approval of a Transfer Agreement with Katherine Lozano a/k/a Katherine J. Thoby a/k/a Kasterine J. Thoby, Hartford Comprehensive Employee Benefit Service Company a/k/a Hartford Cebsco and Hartford Life Insurance Company, Respondents.
Luigi Brandimarte, Esq., of Counsel, Sacco & Fillas, LLP, Astoria, NY, for Advance Funding LLC. Katherine Lozano, pro se. Christopher G. Barnes, Esq., of Counsel, Reardon, Scanlon, Vodola, Barnes, LLP, West Hartford, CT, Counsel for Hartford Comprehensive Employee Benefit Service Company a/k/a Hartford Life Insurance Company.
Luigi Brandimarte, Esq., of Counsel, Sacco & Fillas, LLP, Astoria, NY, for Advance Funding LLC.
Katherine Lozano, pro se.
Christopher G. Barnes, Esq., of Counsel, Reardon, Scanlon, Vodola, Barnes, LLP, West Hartford, CT, Counsel for Hartford Comprehensive Employee Benefit Service Company a/k/a Hartford Life Insurance Company.
FERRIS D. LEBOUS, J.
This petition seeks judicial approval of the proposed transfer of a portion of the future payments due Katherine Lozano a/k/a Katherine J. Thoby a/k/a Kasterine J. Thoby (hereinafter Ms. Lozano) under a structured settlement agreement in exchange for the present payment of a discounted lump sum (General Obligations Law § 5–1701 et seq. ).
This petition was deemed submitted on the papers as of the return date of April 8, 2016.
This Decision & Order should be read in conjunction with this court's Decision & Order issued simultaneously herewith in a petition involving the same payee entitled In the Matter of J.G. Wentworth Originations, LLC [Lozano], Sup Ct, Broome County, April 26, 2016, Lebous, J., index No. efca2016000356.
BACKGROUND
1. Underlying Settlement Agreement
By way of background, Ms. Lozano is the recipient of certain guaranteed payments under a 2006 Settlement Agreement & Release and a 2007 Infant Compromise Order. The following chart sets forth the underlying payment schedule due Ms. Lozano, together with notations of which payments have been previously paid, are payable in the future, and/or are the subject of the current proceeding:
Petitioner did not provide either document to the court with this petition. Said documents were submitted as exhibits to the Objections filed by the Hartford companies.
2. Multiple Offers and Competing Petition
This petition has had a convoluted procedural path which warrants explanation, but briefly petitioner Advance Funding LLC increased its offer twice after its original petition was filed in response to the filing of a competing petition filed by J.G. Wentworth Originations, LLC involving the same payee.
Petitioner Advance Funding LLC filed a petition dated January 5, 2016 which was assigned a return date of March 11, 2016 (hereinafter “AF January Petition”). The AF January Petition sought to transfer a total of $396,640 in exchange for a present payment of $100,000 at a discount rate of 8.933%.
On or about February 19, 2016, this court was assigned a separate case involving the same payee, Ms. Lozano, entitled In the Matter of J.G. Wentworth Originations, LLC [Lozano], Broome County, index No. efca2016000356. Said petition represented that Ms. Lozano had cancelled the AF January Petition and annexed a statement by Ms. Lozano as follows:
[t]his letter is to confirm that I cancelled out my transaction with Access Funding and I do not wish to move forward with the transaction and the court date that is scheduled for me on March 11th. I originally signed up with them thinking they were giving me the best option in regards to selling my structured settlement. Thankfully, I called the JG Wentworth because I was unsure if Advance Funding was giving me the best deal for my payments. I am very glad I called because they showed me a much better option. I will be moving forward with JG. Wentworth.
(In the Matter of J.G. Wentworth Originations, LLC [Lozano], Broome Index No. efca2016000356, Exhibit F).
Said statement is signed by Ms. Lozano and contains a completed notary stamp dated February 4, 2016.
In response to this statement of cancellation, the court sent a letter to counsel on both petitions requesting that the court be advised whether or not the AF January Petition was being withdrawn.
The court stated that “in the event that the matter is not formally withdrawn, the court will adjourn it to April 8, 2016 so that it is returnable on the same date as the second petition” (Court letter dated February 23, 2016). The AF January Petition was not withdrawn, so by email dated March 9, 2016, the court advised counsel that both proceedings would be deemed submitted as of April 8, 2016.
Instead of a withdrawal of the AF January Petition, the court received an email from counsel of record, Luigi Brandimarte, Esq., advising that Advance Funding was increasing the purchase price to Ms. Lozano upwards to $115,000 (Brandimarte email dated March 8, 2016). Then on March 11, 2016, the court received another email from Mr. Brandimarte, together with an unsigned Revised Disclosure Statement, clarifying that the increase in purchase price to $115,000 was in exchange for aggregate payments totaling $267,760 at a discount rate of 6.721%. The court will refer to these two emails collectively as the “AF March 11 Email Offer”.
On March 16, 2016, chambers received yet another email from Mr. Brandimarte increasing Advance Funding's offer yet again, together with an unsigned Revised Disclosure Statement. This offer further increased the present payment to $125,000 in exchange for total future payments of $267,760 at a discount rate of 5.998%. The court will refer to this offer as the “AF March 16 Email Offer”.
So, as a summary, petitioner Advance Funding put three offers on the table, namely the AF January Petition, the AF March 11 Email Offer, and the AF March 16 Email Offer.
3. Objection of Interested Parties
Interested parties Hartford Life Insurance Company and Hartford Comprehensive Employee Benefit Service Company (hereinafter collectively “Hartford”) have filed an objection to the petition on numerous grounds all of which will be discussed in further detail hereinbelow.
4. Sister's Application
It has come to the court's attention that Ms. Lozano's sister, Elizabeth Thoby has an application pending to transfer a portion of her structured settlement payments, arising from the same 2006 Settlement Agreement & Release and a 2007 Infant Compromise Order as here, which was returnable before the Hon. Jeffrey A. Tait on April 8, 2016 (Advance Funding LLC [Elizabeth Thoby], Broome County Index No. efca2016000231, RJI No.2016–0164). Ms. Thoby's supporting affidavit avers that, among other things, she needs $4,000 for moving expenses and $15,400 to pre-pay rent up front. Ms. Thoby's affidavit makes no reference to her sister's applications before this court or vice versa. Thus, it appears that Ms. Thoby is asking Justice Tait to approve her transfer, in part, to prepay rent to her own sister who is making this instant petition for funds to buy the house at issue. Justice Tait has not yet issued a Decision & Order in Ms. Thoby's application.
The court further notes that Ms. Lozano's sister, Elizabeth Thoby, made a prior application which was denied, but coincidentally, also sought funds to purchase a house (J.G. Wentworth v. American General Life, Index No. 154755/2015, August 6, 2015, Hon. Jennifer G. Schecter [New York County] ).
DISCUSSION
I. Cancellation
This court was presented in the competing petition with a statement signed by Ms. Lozano on February 4, 2016 cancelling the AF January Petition (In the Matter of J.G. Wentworth Originations, LLC [Lozano], Sup Ct, Broome County, Lebous, J., index No. efca2016000356). Ms. Lozano has never retracted her statement of cancellation in writing and the two subsequent email offers submitted by Advance Funding are not signed by Ms. Lozano (Discussion of non-compliance with SSPA, infra at Point III). While counsel for both petitioners urged this court to hold a hearing to permit the court to confirm directly with Ms. Lozano whether she wished to cancel her first petition, the court declined such invitation.
Counsel view these petitions as a predatory bidding war. The court is not an auctioneer attempting to elicit the highest bid. Counsel have lost sight of the reality that separate and apart from the financial aspect of the proposed transfer is whether the transfer—even if fair and reasonable—is in Ms. Lozano's best interest as opposed to their own (Discussion of best interest, infra at 9). Subjecting Ms. Lozano to the pressure of counsel attempting to offer her the deal of a lifetime would serve no purpose. By example, petitioner's counsel stated to the court “[t]hus, it would behoove Ms. Lozano to proceed with the deal presented by Advanced Funding, LLC” (Brandimarte email dated March 16, 2016).
Thus, in the first instance, the court finds that Ms. Lozano's statement of cancellation is a basis to deny the AF January Petition including any subsequent offers.
II. Merits
Assuming the court were not to deny the petition based on Ms. Lozano's statement of cancellation, the court will proceed with its usual analysis before addressing the objections filed by the Hartford companies.
It is well-settled that General Obligations Law § 5–1701 et seq ., a/k/a the “Structured Settlement Protection Act” or “SSPA”, was enacted in 2002 due to the concern that structured settlement payees, such as Ms. Lozano, are particularly prone to being victimized and quickly dissipating their assets and to protect them from the growing number of companies using “ ‘[a]ggressive advertising, plus the allure of quick and easy cash, to induce settlement recipients to cash out future payments, often at substantial discounts, depriving victims and their families of the long-term financial security their structured settlements were designed to provide’ [citation omitted]” (Singer Asset Fin. Co., LLC v. Melvin, 33 AD3d 355, 357 [1st Dept 2006] ). This court's judicial function under the SSPA requires an evaluation of a variety of factors, but particularly: (1) whether the transaction is fair and reasonable; and (2) whether the transfer is in the best interest of the payee, taking into account the welfare and support of the payee's dependents, if any.
The court will review this transfer in terms of AF's March 16 Email Offer since it is petitioner's best offer to Ms. Lozano. Ms. Lozano seeks approval of a transfer of 240 combined monthly payments totaling $1,074 (a $804 monthly payment and a $270 monthly payment) payable starting January 28, 2020 through December 28, 2039, together with one partial lump sum of $10,000 out of a $25,000 lump sum payment due January 28, 2020.
Which is not to say it is in compliance with the SSPA (infra Point III).
Whether the proposed transaction is fair and reasonable is a function of the discount rate and the fees and costs associated with the transaction in relation to the level of financial hardship affecting the individual (Matter of Barr v. Hartford Life Ins. Co., 4 Misc.3d 1021(A) [Sup Ct Nassau Co 2004] ). Stated another way, “[t]he more pressing the need, the more reasonable it may be for a payee to obtain immediate cash at a steep discount rate” (Matter of 321 Henderson Receivables Ltd. Parthership, 2 Misc.3d 463, 465 [Sup Ct Monroe Co 2003] ). Here, Ms. Lozano seeks to transfer $267,760 in exchange for a current payment of $125,000 at an annual discount rate of 5.998%. There are no fees or expenses being deducted from the gross payment. While the proposed transfer may well be fair and reasonable, the court finds the next prong, whether the transfer is in the payee's best interest supersedes the pure financial aspect of the deal itself.
The next consideration is whether the proposed transfer is in Ms. Lozano's “best interest.” The short answer is that the court finds that the proposed transfer is not in Ms. Lozano's best interests, but the court will detail its reasoning.
Ms. Lozano avers she is 20 years old, single, unemployed, with no dependents. Ms. Lozano states she is in her second year studying law at SUNY Broome. Ms. Lozano avers she is the recipient of a scholarship covering tuition and that she maintains status as an honor student. Ms. Lozano further states that she resides with her mother Julissa Thoby and her two sisters, Elizabeth Thoby and Diana Thoby. Ms. Lozano's stated reasons for the need for this transfer include the purchase of a home, moving expenses, the purchase of a used car, payment of car insurance, school expenses and a contingency fund to cover unexpected repairs to the house and car. The court also notes that Ms. Lozano avers that she has waived independent professional advice.
The primary use to which Ms. Lozano seeks to put this money is the purchase of a home. More specifically, Ms. Lozano states:
[m]y mother has helped me complete several online searches, in which I found an affordable home that is very close to the SUNY Broome campus, as it is very expensive to cover room and board each semester at SUNY. I intend to pay $77,900.00 to purchase the home in full, as it will help keep the monthly expenses affordable without a mortgage.... My mother and sisters will be moving with me to help with monthly expenses while I go to school full-time, and search for part-time employment.
(Affidavit of Katherine Lozano, ¶ 3).
With respect to the purchase of a home, this and many other trial courts have repeatedly stated that the purchase of a home is not in a payee's best interest when there is no demonstrated source of income that would enable the payee to financially handle the enormous responsibility of being a homeowner (Matter of Washington Square Financial LLC v. Mejia, 38 Misc.3d 1204(A) [Sup Ct Queens Co 2012] ; Settlement Funding of NY, LLC v. Hartford–Comprehensive Empl. Ben. Svc. Co., 25 Misc.3d 1220[A] [Sup Ct Queens Co 2009] ). Ms. Lozano does not set forth any proof by which this court could ascertain that she is financially capable of managing the ongoing financial strains of owning a home especially given that she is a student without full-time employment. Furthermore, the purchase of a home, even when paid in full, is only the beginning of the enormous related expenses such as real estate taxes, maintenance, repairs, utilities, furnishings, etc. Quite simply, Ms. Lozano has offered absolutely no explanation as to how she would meet these ongoing expenses. The so-called financial help she expects to receive from her mother and sisters is questionable, especially in view of the fact that her sister needs to transfer her own structured settlement payments in order to be able to afford rent. Moreover, the court emphasizes that these monies belong to Ms. Lozano and should not be used to financially assist or subsidize family members (none of whom are her dependents) in their housing needs. Also, given Ms. Lozano's status as a student, it seems possible that her future education and/or employment prospects may take her out of this geographic area.
The other major stated purpose by Ms. Lozano for the use of monies from this proposed transfer is her desired purchase of a used car and one year of car insurance. Ms. Lozano states “I would like to purchase a used 2012 Honda Civic for $10,000, which is considered a very reliable car, according to Consumer Reports and Kelley Blue Book, could be purchased in full with the proceeds of this transaction. $1,000.00 should cover one year of car insurance” (Lozano Affidavit, ¶ 3). Ms. Lozano does not offer whether she currently owns a car and, if not, how she gets to and from school. Generally, courts have found transfers are not in the best interests of the payee where the payee intends to use the proceeds to ease relatively minor financial burdens such as the purchase of a new or used vehicle (Matter of 321 Henderson Receivables [Nelson], 21 Misc.3d 1109[A] [Sup Ct 2008] ). Additionally, Ms. Lozano submits no proof of her ongoing ability to maintain and insure the vehicle beyond asking for $1,000 to cover one year of car insurance.
In the J.G. Wentworth petition, Ms. Lozano states she needs $14,000 for a used car and mentions nothing of car insurance.
The other stated purposes of $5,000 for moving expenses and furnishings and $5,000 for “a contingency fund for any unexpected repairs the home or vehicle may need” are by necessity resolved as part of the foregoing discussion (Lozano Affidavit, ¶ 3).
The court further notes that Ms. Lozano should have just received a payment on January 1, 2016 of $7,500 and is due another payment of $7,500 on August 1, 2016, for a total of $15,000. Ms. Lozano could well use this $15,000 to cover the cost of the used car that she states costs $10,000, $1,000 for car insurance, and to pay for textbooks that she states amounts to $1,100.
As an aside, the court notes that according to the structured payment schedule, there will be a minor gap in payments received by Ms. Lozano between 2017 and 2020. Ms. Lozano is due to receive a lump sum payment of $7,500 on January 1, 2017 and her $300 monthly payments will end in July 2017. Her next round of payments of $1,074 monthly do not start until January 2020 together with a $25,000 lump sum payment on January 28, 2020. These future payments are there to secure her future and Ms. Lozano would be wise to begin planning to account for this gap. Additionally, the court notes that this gap in payments between mid-year in 2017 and January 2020 is all the more reason for Ms. Lozano not to take on the extreme financial burden of home ownership.
In sum, the court finds the proposed transfer is not in Ms. Lozano's best interest.
III. Objection/Compliance with requirements of SSPA
Assuming the court were not to deny this petition based upon the statement of cancellation and/or the failure to establish the transfer is in the payee's best interest, the court will address the objection filed by the named interested parties. Interested parties Hartford Life Insurance Company and Hartford Comprehensive Employee Benefit Service Company (hereinafter collectively “Hartford”) object to the proposed transfer alleging that the AF January Petition, the AF March 11 Email Offer, and the AF March 16 Email Offer do not comply with the SSPA. Petitioner has not submitted any response to said objection.
Initially, Hartford argues that Advance Funding has not provided any documents establishing that Ms. Lozano has accepted either the AF March 11 Email Offer or the AF March 16 Email Offer, especially in view of the payee's statement of cancellation. The court finds that there is complete non-compliance with the SSPA in relation to the AF March 11 Email Offer and AF March 16 Email Offer.
Hartford also objects to the terms of the Purchase Agreement between Advance Funding and Ms. Lozano. Hartford argues that in the Purchase Agreement, Advance Funding has attempted to reserve the right to collect a penalty or liquidated damages from the payee without proper disclosure of such penalty and that even assuming proper disclosure Advance Funding's purported reservation to collect attorneys' fees from the payee is prohibited by the SSPA. Here, the proposed Purchase Agreement contains the following provision:
[i]f you [Ms. Lozano] cancel or breach this Agreement after the cancellation period, fail to appear for the court hearing or refuse to cooperate in efforts to obtain a Court Order or required documents, you agree to pay AF an amount equal to 25% of the agreed Purchase Price as a penalty or liquidated damages.
(AF January Petition, Exhibit B [Purchase Agreement], § 20). Given the $125,000 Purchase Price that could equate to a more than $30,000 penalty that Ms. Lozano would owe Advance Funding if she were to cancel or breach the Purchase Agreement. Yet the Disclosure Statement appears to contain a contradictory provision by stating penalties or damages or $0 (Disclosure Statement, ¶ 9).
Next, the Purchase Agreement contains a clause that would allow Advance Funding to recover attorneys' fees from Ms. Lozano in the event of litigation arising from the Purchase Agreement by stating “in the event of a lawsuit to enforce this Agreement, the unsuccessful party shall pay to the successful party all costs and expenses, including, without limitation, actual attorneys fees, expended or incurred” (AF January Petition, Exhibit B [Purchase Agreement], § 21). This provision appears to be prohibited by GOL § 5–1704(c).
Additionally, Hartford alleges further defects with the AF January Petition including as follows: that the Disclosure Statement improperly references a range of fees from $0 to $300 (GOL § 5–1703[f] ); that there is no authority to compel Hartford to abide by the terms of a contract between two other parties (the Purchase Agreement); that AF mischaracterizes Insurance Law § 3212(d) concerning statutory restrictions versus contractual restrictions; and that AF failed to provide the court with a copy of the Infant Compromise Order or Settlement Agreement from which to conclude that the proposed transfer did not violate any court orders.
Finally, Hartford also argues that the proposed transfer is barred by the underlying Settlement Agreement & Release which contains a non-assignment provision. More specifically, the Settlement Agreement & Release states as follows: “[t]he periodic payments to be received by the Plaintiff and/or designated payee pursuant to Sections 2B and 2C are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance by Plaintiff and/or designated payee” (Objections, Exhibit 2, § XVI, p 7).
It is well-settled that contractual non-assignment provisions in structured settlement agreements are valid and enforceable (C.U. Annuity Service Corp. v. Young, 281 A.D.2d 292 [1st Dept 2001] ; In re 321 Henderson Receivables Origination, LLC [Logan], 19 Misc.3d 504, 506–507 [NY Sup Ct 2008] ). Since Hartford has appeared and asserted its rights under the non-assignment clause in the Settlement Agreement, the non-assignment provision precludes this transfer.
Petitioner Advance Funding has not responded to Hartford's objections. The court finds that each of Hartford's objections are valid. In view of the foregoing, the court finds that the AF January Petition, the AF March 11 Email Offer and the AF March 16 Email Offer do not comply with the SSPA for all the reasons outlined above. The court will next address Hartford's request for an award of attorneys' fees pursuant to the SSPA.
IV. Reasonable Costs and Attorney's Fees
The SSPA states that a transferee, such as Advance Funding here, “[s]hall be liable to the structured settlement obligor and the annuity issuer ... for any ... liabilities or costs, including reasonable costs and attorneys' fees ... arising as a consequence of the transferee's failure to comply with” the SSPA (GOL § 5–1707 ).
Petitioner Advance Funding has not responded to Hartford's request for an award of attorneys' fees. The court has located only one New York trial level decision addressing this provision (Pinnacle Capital, LLC v. Matla, 2014 WL 3772645 [NY Supreme, July 14, 2014, No. 63254] ) in addition to the out of state cases cited by Hartford (Rapid Settlements, Ltd. v. Symetra Life Ins. Co ., 134 Wash.App. 329 [Wash App. Ct 2006] ; RSL Funding, LLC v. Aegon Structured Settlements, Inc., 384 SW3d 405 [Tex Ct App 2012] ; Rapid Settlements, Ltd. v. Green, 294 SW3d 701 [Tex Ct App 2009] ).
These cases are based on a similar model as New York's General Obligations Law.
In Pinnacle, the alleged violations of the SSPA were limited to the statutory provisions against payment splitting, the anti-assignment provisions in the contract, and that the transfer was not in the payee's best interest. The trial court found the anti-assignment provision barred the transfer, but that such provision did not equate to a failure to comply with the General Obligations Law sufficient to warrant attorneys' fees. Here, the allegations of violations of the SSPA go to the very heart of the concept of proper disclosure to the payee, penalties and attorneys' fees. Moreover, Advance Funding's insistence on pursuing this matter after the payee signed a statement of cancellation is troubling. In this court's view, Advance Funding's decision to proceed without any further authorization of any kind from Ms. Lozano is totally inappropriate. In short, Advance Funding's two subsequent email offers made no attempt to comply with the requirements of General Obligations Law § 5–1701 et seq. As such, the court finds the case at bar distinguishable from Pinnacle since the issues of non-compliance go beyond the anti-assignment provision.
Additionally, the court agrees with the reasoning set forth in both the Washington and Texas cases that the predicate statutory language “following a transfer” does not mean that attorneys' fees may only be awarded in cases in which the court has approved a transfer. As stated by the courts in those cases, to read the statute in such a restrictive way and have the attorney fee provision apply only to court-approved transfers would render the attorneys' fee provision meaningless (Rapid Settlements, 134 Wash.App. at 334 ; RSL Funding, LLC., 384 SW3d at 409–410 ).
Based upon this court's determination hereinabove that neither the AF January Petition, the AF March 11 Email Offer, or the AF March 16 Email Offer comply with the SSPA, the court finds that an award of reasonable costs and attorneys' fees is proper. That said, however, Hartford has not submitted any proof regarding the time and value of reasonable costs and attorneys' fees. Hartford is directed to submit an affidavit outlining its reasonable costs and attorneys' fees arising as a consequence of Advance Funding's failure to comply with the SSPA. Upon filing, Advance Funding will be provided an opportunity to respond within twenty (20) days. The court will consider the issue of reasonable costs and attorneys' fees on submission unless Advance Funding requests a hearing thereon.
CONCLUSION
Based on the foregoing, the court finds that Ms. Lozano cancelled the instant proceeding. Further, even if said petition was not cancelled, the court finds that petitioner has failed to demonstrate the transaction is in Ms. Lozano's best interest and further that it does not comply with the SSPA. Consequently, the AF January Petition, the AF March 11 Email Offer, and the AF March 16 Email Offer are all denied.
The court finds that transferee, petitioner Advance Funding, is liable to Hartford as the structured settlement obligor and the annuity issuer for any liabilities or costs, including reasonable costs and attorneys' fees arising as a consequence of the transferee's failure to comply with the SSPA. The court reserves on the determination of the amount of reasonable costs and attorneys' fees pending further submissions as outlined above.
A copy of this Decision & Order should be annexed as an exhibit to any future petition.
1. Order to Show Cause signed January 12, 2016;
2. Verified Petition with exhibits;
3. Court letter dated February 23, 2016;
4. Brandimarte email dated March 8, 2016;
5. Court email dated March 9, 2016;
6. Brandimarte email dated March 11, 2016, with Revised Disclosure Statement;
7. Brandimarte email dated March 16, 2016, with Revised Disclosure Statement;
8. Court email dated March 24, 2016.
| Date paid/due | Amount Paid/Due | Notation |
|---|---|---|
| 41486 | $7,500 lump sum | Paid |
| 41486 | $300 payable monthly from 8–1–2013 through 7–1–2017 | Paid/payable monthly |
| 41639 | $7,500 lump sum | Paid |
| 41851 | $7,500 lump sum | Paid |
| 42004 | $7,500 lump sum | Paid |
| 42216 | $7,500 lump sum | Paid |
| 42369 | $7,500 lump sum | Paid2 |
| 42582 | $7,500 lump sum | payable |
| 42735 | $7,500 lump sum | payable |
| 43857 | $25,000 lump sum | seeking to transfer $10,000 |
| 43857 | $270 payable monthly from 1–28–2020 through 12–28–2049 | seeking to transfer portion |
| 43857 | $804 payable monthly from 1–28–2020 through 12–28–2049 | seeking to transfer portion |