Opinion
2:23-bk-00962-FMD
07-10-2024
In re: Sticky Holsters, Inc., Debtor.
Chapter 11
ORDER GRANTING DEBTOR'S MOTION TO ENFORCE AUTOMATIC STAY AND CLARIFYING STAY RELIEF ORDER
Caryl E. Melano, Chief United States Bankruptcy Judge
On June 28, 2024, the Court conducted a hearing on Debtor's Motion to Enforce Automatic Stay (the "Stay Enforcement Motion"). In the Stay Enforcement Motion, Debtor asks the Court to (1) order Albert Wagner and his state court counsel, Anthony Lawhon, to show cause why they should not be sanctioned or held in contempt for willfully violating the automatic stay by seeking to recover damages claims that belong to the estate; (2) award Debtor actual and punitive damages for Mr. Wagner and Mr. Lawhon's alleged willful stay violation; and (3) enjoin Mr. Wagner and Mr. Lawhon from further violating the automatic stay.
Doc. No. 150.
As set forth below, the Court finds (1) the Bankruptcy Court has exclusive jurisdiction to determine whether specific property is property of the bankruptcy estate; (2) Debtor's claims against its majority shareholder, Michael Christoff, are property of Debtor's bankruptcy estate; and (3) Mr. Wagner and Mr. Lawhon's efforts to include Debtor's claims against Mr. Christoff as part of the damages Mr. Wagner seeks to recover from Mr. Christoff in a state court action violated the automatic stay.
Therefore, the Court will issue an order directing Mr. Wagner and Mr. Lawhon to show cause why the Court should not impose sanctions against them under Bankruptcy Code § 105 for willfully violating the automatic stay.
I. BACKGROUND
The parties' dispute, which dates back more than a decade, is complicated. To briefly summarize:
Sticky Holsters, Inc. ("Debtor") was formed in 2010. At its inception, Debtor had three shareholders: Michael Christoff ("Christoff"), who owned 450 shares of stock; Christopher Rowles ("Rowles"), who owned 450 shares; and Albert Wagner ("Wagner"), who owned 100 shares.
Debtor and Christoff contend that in 2012, Debtor purchased Rowles' shares (the "Rowles Shares") and reissued them to Christoff in consideration of his past and future services. They contend Debtor later purchased Wagner's 100 shares and reissued those shares to Christoff. Since Debtor purchased the Rowles Shares in 2012, Christoff has been Debtor's majority shareholder.
In 2014, Wagner sued Debtor and Christoff in state court (the "State Court" and the "State Court Action"). Wagner's third amended complaint-the operative pleading in that lawsuit-alleges seven causes of action against Debtor and Christoff: for a judicial declaration as to his rights and ownership interest in Debtor and his status as a director of Debtor (Count 1); inspection of corporate records (Count 2); corporate accounting (Count 3); breach of fiduciary duty against Debtor and Christoff (Count 4); breach of fiduciary duty against Christoff (Count 5); fraud (Count 6); and ultra vires acts (Count 7).
Albert J. Wagner v. Sticky Holsters, Inc., Case No. 14-CA-2254, Circuit Court for the Twentieth Judicial Circuit in and for Collier County, Florida.
State Court Filing #58165012 dated June 23, 2017.
Wagner's two breach of fiduciary duty claims appear to be based on the same (or similar) allegations: (a) that Debtor and Christoff owed Wagner a duty to protect Wagner's interests as a shareholder; (b) that Debtor violated that duty when, after Debtor acquired the Rowles Shares, it reissued them to Christoff for no compensation instead of retiring them, reissuing them as share dividends, or holding them as treasury stock, thereby diluting and devaluing Wagner's ownership interest; and (c) that Debtor and Christoff also breached their fiduciary duty by surreptitiously acquiring Wagner's shares and reissuing them to Christoff.
In December 2022, the State Court conducted a jury trial on the liability phase of Wagner's complaint. The jury returned a verdict in favor of Wagner on four of his claims: on Wagner's declaratory judgment claim, the jury found that Wagner did not sell his 100 shares to Debtor; on Wagner's breach of fiduciary duty claims, the jury found that Debtor and Christoff breached their fiduciary duties to him; and on Wagner's ultra vires claim, the jury found that Debtor used corporate funds without approval to buy back the Rowles Shares and that Debtor acted outside its corporate authority when it transferred the Rowles Shares to Christoff instead of retiring them, compensating other shareholders, or compensating Debtor for the shares' value.
Doc. No. 39-1.
The State Court scheduled the damages phase of trial to commence on August 22, 2023. But on August 21, 2023, Debtor filed this chapter 11 bankruptcy case. On September 5, 2023, an experienced bankruptcy attorney filed a Notice of Appearance on Wagner's behalf in the bankruptcy case.
Doc. No. 21.
Under 11 U.S.C. § 362(a), the filing of Debtor's bankruptcy petition operated as an automatic stay of the continuation of any actions against Debtor and property of Debtor's bankruptcy estate.
On October 12, 2023, Wagner filed a motion for relief from the automatic stay, asking the Bankruptcy Court to allow him to liquidate his damages against Debtor in the State Court Action (the "Stay Relief Motion"). On November 15, 2023, the Court conducted a preliminary hearing on the Stay Relief Motion (the "November 15 Hearing"). At the November 15 Hearing, Debtor's counsel objected to the Stay Relief Motion, arguing that "almost all of the damages [sought by Wagner] are derivative claims that are property of the estate."
Doc. No. 39.
November 15 Hearing transcript, Doc. No. 58, p. 13, l. 11 - p. 14, l. 6.
The Court continued the hearing of the Stay Relief Motion to December 5, 2023 (the "December 5 Hearing"). At that hearing, the Court noted that Wagner's expert witness's report appeared to refer to damages suffered by Debtor:
Expert Witness Report of Christy Bastian, Schedule 1 (Doc. No. 49-3, p. 3; Doc. No. 150, p. 4).
(Image Omitted)
At the December 5 Hearing, Debtor's counsel raised Debtor's concern that Wagner might pursue Debtor's claims against Chris toff for breach of fiduciary duty - property of the bankruptcy estate - in the State Court Action.
Ultimately, the Court granted Wagner's Stay Relief Motion for two purposes: to permit Wagner to (a) liquidate his "direct" damages claim against Debtor, and (b) prosecute his claims against Christoff. But the Bankruptcy Court explained that its order granting the Stay Relief Motion would limit Wagner to pursuing his direct - not derivative -claims:
December 5 Hearing transcript, Doc. No. 71, p. 19, l. 19 - p. 27, l. 3.
The Court: Now I want to circle back to one point that [Debtor's counsel] raised. And that was that the expert's damages report talked about damages incurred by Sticky Holsters, not damages . . . suffered by Mr. Wagner. So to the extent that there were damages that are Sticky Holsters' damages claim, those are property of the Debtor's bankruptcy estate. So it seems to me what's appropriate is to grant the Motion for Relief from Stay to allow Mr. Wagner to pursue his claims, but not claims on behalf of the bankruptcy estate, which would include any claims that Mr. Christoff breached his fiduciary duty or allegations that Mr. Christoff breached his fiduciary duty to Sticky Holsters.
*** *** ***
Mr. Rivera: On the issue of the damages. The breach of fiduciary duty damages, you know as the Court has seen, there's two shareholders and the breaches of fiduciary duty that were found by the jury are ones where the
other shareholder took excess distributions, took property of the Debtor outside of the Debtor and transferred it to his other entities, those kinds of things. I don't - I think those are direct claims and I don't know if that's -
The Court: Well, Mr. Wagner may pursue his direct claims.
Mr. Rivera: Okay.
The Court: If under state law Mr. Wagner has a direct claim against Mr. Christoff, he may pursue those direct claims.
Wagner's bankruptcy counsel, Luis E. Rivera.
December 5 Hearing Transcript, Doc. No. 71, p. 25, l. 16 - p. 26, l. 3; p. 26, l. 14 - p. 27, l. 2.
On January 5, 2024, the Court entered its Order Granting Albert Wagner and James C. Murray's Motion for Relief from the Automatic Stay (the "Stay Relief Order"). The Stay Relief Order lifted the automatic stay to allow Wagner to pursue only his direct damages claims:
Doc. No. 75.
The automatic stay imposed by 11 U.S.C. § 362(a) is modified to permit Albert Wagner to liquidate (i) his direct claims against Sticky Holsters, Inc. and (ii) any direct claims against Michael Christoff in the Circuit Court of the Twentieth Judicial Circuit in and for Collier County, Florida (the "State Court"), which claims are currently pending in the matter of Wagner v. Sticky Holsters, Inc., Case No. 11-2014-CA-002254-0001-XX (Fla. Cir. Ct. Filed Oct. 8, 2014).
Id. at ¶ 2.
Thereafter, the State Court scheduled a bench trial on damages commencing on June 25, 2024 (the "Damages Trial"). On May 5, 2024, Wagner filed a motion in the Bankruptcy Court seeking derivative standing to prosecute Debtor's claims against Christoff (the "Derivative Standing Motion").
Doc. No. 139.
In the Derivative Standing Motion, Wagner alleged that Debtor possesses significant claims against Christoff because "[t]he very same acts and omissions that served as the basis for the jury's finding underl[ie] the claims Mr. Wagner now seeks to bring derivatively against Mr. Christoff for the benefit of the estate." On May 14, 2024, the Court conducted a preliminary hearing on the Derivative Standing Motion and scheduled it for trial on September 30, 2024 (the "Order Setting Trial on Derivative Standing").
Id. at ¶¶ 5 & 13 (emphasis added).
Doc. No. 149.
On June 6, 2024, Debtor deposed Wagner's damages expert, Christy Bastian. According to Debtor, Ms. Bastian testified that Debtor's claims against Christoff provided the basis for Wagner's damage claims. Those damages, as delineated in Ms. Bastian's report, include: (a) the fair market value of real property that Debtor transferred to Bonch Enterprises, LLC ("Bonch"); (b) rents Debtor paid to Bonch after transferring the property to Bonch; (c) excessive amounts Debtor paid to American Sewing Corp. (an affiliate of Debtor) for the cost of goods sold; (d) the amount of a "loan" made to American Sewing Corp.; and (e) Debtor's lost business value. During her deposition, Ms. Bastian testified, consistent with the damages chart the Bankruptcy Court reviewed at the December 5 Hearing, that she had calculated the damages incurred by Debtor, as well as by Wagner as a shareholder.
Doc. No. 150, ¶¶ 8 & 9.
One week before the Damages Trial was scheduled to commence, Debtor filed a notice in State Court that it intended to ask the State Court to take judicial notice of Wagner's Derivative Standing Motion and the Bankruptcy Court's Order Setting Trial on Derivative Standing. Three days later, Wagner filed a motion in limine in State Court (the "Motion in Limine") seeking (among other things) to bar Debtor and Christoff from arguing that any of the damages Wagner sought to recover were derivative in nature.
Doc. No. 150, pp. 14 - 23 (Exhibit B to the Stay Enforcement Motion).
In his Motion in Limine, Wagner alleged that Debtor and Christoff had never before raised the issue that Wagner's claims included derivative claims that belonged to Debtor. As a consequence, Wagner argued that "any such defense has long been waived, and any attempt to inject this defense into this case now is not only improper but allowing it would constitute reversible error."
Id. at p. 21, ¶ 27.
Wagner asked the State Court to "exclude all Exhibits, documents for which the defense has sought Judicial Notice, and any evidence or argument whatsoever at the [Damages Trial] that Wagner's claims are derivative, or any position at all relying on a derivative argument." In other words, Wagner wanted to preclude Debtor and Christoff from asserting that some of Wagner's damages claims were, in fact, derivative of claims that belong to Debtor.
Id. at p. 22, ¶ 28.
On June 24, 2024, the day before the Damages Trial-and before the State Court heard Wagner's Motion in Limine - Debtor filed the Stay Enforcement Motion in the Bankruptcy Court. Debtor alleged that Wagner's expert witness report and the Motion in Limine demonstrate that he was attempting to pursue derivative claims belonging to Debtor's bankruptcy estate in the Damages Trial, in direct contravention of the Bankruptcy Court's Stay Relief Order.
Doc. No. 150.
The Honorable Joseph G. Foster, the judge presiding over the State Court Action, heard Wagner's Motion in Limine on June 25, the first morning of the Damages Trial. Judge Foster observed that some of the damages Wagner seeks to recover were, in fact, derivative in nature:
Are there items of damage that Mr. Wagner could assert for himself in this trial that we are going to conduct? Absolutely.
Are some of the items that are listed on this chart that was handed to me derivative in nature versus direct to Mr. Wagner? Absolutely.
*** *** ***
So all that is to tell you that I am completely and utterly at a loss for what you are telling me that Mr. Wagner can sue for individually versus derivatively because, quite honestly, a lot of the damages that are listed on the schedule are derivative in nature. They are derivative because they are not solely linked to Mr. Wagner and him as a shareholder; they are linked to all shareholders.
Damages Trial Transcript, Vol. I, June 25, 2024, p. 60, l. 24 - p. 61, l. 4; p. 62, ll. 3 - 11 (Doc. No. 153, pp. 63 - 65) (emphasis added).
Judge Foster allowed Wagner to put on evidence of all his alleged damages, but he advised the parties he would only rule on the direct damages claims:
I am also . . . going to allow you to tell me what you want to tell me, and I am going to put on the record right now, to the extent they're derivative, I am not touching them with a ten-foot pole because the bankruptcy court has not given me permission to touch them with a ten-foot pole, and I have no jurisdiction to address those issues whatsoever.
Id. at p. 63, ll. 9 - 15 (Doc. No. 153, p. 66).
In other words, Judge Foster recognized that he did not have jurisdiction to adjudicate any derivative claims and that the State Court's jurisdiction is limited to adjudicating Wagner's direct damages claims.
It appears from the State Court record that Wagner seeks to recover-as his direct damages - eight types of damages, falling into two categories.
The first category includes: (a) distributions that Wagner asserts he did not receive during the time period that Debtor and Christoff denied he was a shareholder; (b) interest on those distributions; and (c) potential tax penalties. The parties do not dispute that this category of damages constitutes Wagner's direct claims, which are not property of the bankruptcy estate.
The second category of Wagner's damages-which Wagner's own expert attributes as Debtor's damages -includes: (a) Debtor's alleged improper transfer of real estate to Bonch; (b) Debtor's alleged improper payment of excessive rent to Bonch; (c) Debtor's alleged payment of excessive compensation to its officers and directors; (d) Debtor's alleged payment of excessive costs and expenses to Bonch; and (e) Debtor's lost business value. Wagner contends his expert witness will testify that this second category of damages is, in actuality, "disguised distributions" (the "Alleged Disguised Distributions").
Id. at p. 77, l. 19 - p. 80, l. 3 (Doc. No. 153, pp. 80 - 83).
On the second day of the Damages Trial, Wagner's State Court counsel, Anthony Lawhon ("Lawhon"), urged Judge Foster to grant a continuance of the Damages Trial so that he could seek clarification from the Bankruptcy Court as to the scope of the Stay Relief Order. Judge Foster granted Wagner's request and continued the Damages Trial until after the Bankruptcy Court has addressed the scope of its Stay Relief Order.
Damages Trial Transcript, Vol. II, June 26, 2024, p. 7, l. 23 - p. 8, l. 2 (Doc. No. 153, pp. 182 - 183). To date, despite having obtained a continuance of the Damages Trial to seek clarification from this Court, Lawhon has not requested any relief or clarification from the Bankruptcy Court, and surprisingly, did not appear at the June 28 hearing on the Stay Enforcement Motion.
Id. at p. 29 (Doc. No. 153, p. 204).
Wagner did not seek the Bankruptcy Court's clarification of its Stay Relief Order; instead, he filed a response to the Stay Enforcement Motion. In his response, Wagner contends that his conduct in the State Court has been lawful and did not violate the automatic stay. And although Wagner concedes that the Stay Relief Order permitted him to pursue only his direct claims, Wagner contends the Bankruptcy Court "provided no further guidance on which of Mr. Wagner's damages were direct and which were derivative." Wagner contends this Court "decided it should be the State Court who should resolve whether an injury is particularized or derived from injuries to the debtor" because "permitting Mr. Wagner relief from the automatic stay to pursue his direct claims against Mr. Christoff necessarily grants the State Court the authority to decide whether an injury is direct or derivative."
Doc. No. 155.
Id. at ¶ 2.
Id. at ¶ 4.
Ironically, Wagner's argument that the State Court should decide whether an injury is direct or derivative is exactly the opposite of the position that his attorney, Mr. Lawhon, took in the State Court, where, in connection with his request for a continuance of the Damages Trial, he argued that the Bankruptcy Court should decide the issue.
Likewise, at the Damages Trial, Debtor and Christoff's attorneys asked Judge Foster to determine which of Wagner's claims were direct and which were derivative claims belonging to Debtor, only to take the opposite position at the Bankruptcy Court's June 28 hearing.
II. ANALYSIS
Debtor seeks an order requiring Wagner and Lawhon to show cause why they should not be held in contempt or sanctioned for willfully violating the automatic stay under Section U.S.C. 105(a) of the Bankruptcy Code. Section 105(a) authorizes bankruptcy courts to issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of the Bankruptcy Code. Whether Wagner and Lawhon violated the automatic stay turns on whether, at the Damages Trial, Wagner attempted to recover, as his direct damages, damages that are property of Debtor's bankruptcy estate.
Unless otherwise stated, statutory references are to the United States Bankruptcy Code, 11 U.S.C. § 101, et seq.
Bankruptcy Code § 362(k), which authorizes bankruptcy courts to award damages for willful violations of the automatic stay, applies only to debtors who are individuals.
A. The Bankruptcy Court has exclusive jurisdiction to determine whether specific property is property of Debtor's bankruptcy estate.
Although the parties agree that Debtor's claims against Christoff are property of Debtor's bankruptcy estate, neither party advised Judge Foster that the Bankruptcy Court has exclusive jurisdiction to determine whether any of the damages Wagner seeks are derivative in nature and therefore property of the bankruptcyestate.
As the bankruptcy court in In re Marathe explained, under 28 U.S.C. § 1334(e), the bankruptcy court has exclusive jurisdiction over property of the estate, including "whether specific property is property of the estate." Numerous courts agree with the Marathe court, holding that the bankruptcy court has exclusive jurisdiction to resolve disputes over whether property is property of the bankruptcy estate. And as the Tenth Circuit's Bankruptcy Appellate Panel explained in In re Hafen, the bankruptcy court may not defer to the state court on the issue of whether property is property of the bankruptcy estate. The Hafen court stated:
459 B.R. 850, 854 (Bankr. M.D. Fla. 2011).
Manges v. Atlas (In re Duval Cty. Ranch Co.), 167 B.R. 848, 849 (Bankr.S.D.Tex. 1994) (citing 28 U.S.C. § 1334(d); Slay Warehousing Co. v. Modern Boats, Inc., 775 F.2d 619, 620 (5th Cir. 1985)); see also In re Cox, 433 B.R. 911, 920 (Bankr. N.D.Ga. 2010) (citing In re Duval Cty. Ranch Co., 167 B.R. at 849).
The Bankruptcy Court is the only court with subject matter jurisdiction to determine whether those claims are property of the bankruptcy estate. It did not have the discretion to defer ruling on the standing issue to the State Court. Accordingly, the Bankruptcy Court erred when it failed to determine whether the fraudulent transfer claims belong to the bankruptcy estate and left the question of standing to the State Court.
Hafen v. Adams (In re Hafen), 616 B.R. 570, 578 - 79 (B.A.P. 10th Cir. 2020) (emphasis added).
B. The Alleged Disguised Distributions damages are derivative in nature and therefore property of Debtor's bankruptcy estate.
Wagner contends that the Alleged Disguised Distributions are damages that he would not have suffered "but for" Christoff s breaching his fiduciary duty -and are not damages that Debtor would seek to recover. Wagner argues that under the test set forth in Dinuro Investments, LLC v. Camacho, he should be allowed to recover the Alleged Disguised Distributions as direct damages against Christoff.
Damages Trial Transcript, Vol. I, June 25, 2024, p. 138, l. 8 - p. 139, l. 5 (Doc. No. 153, pp. 141 -142).
141 So.3d 731 (Fla. 3d DCA 2014).
In Dinuro, the court outlined the circumstances in which a shareholder can bring a direct claim against another shareholder.
Generally, a shareholder may bring a direct claim only if the shareholder can satisfy a two-prong test: (1) there is a direct harm to the shareholder; and (2) the shareholder has suffered a special injury distinct from the injury sustained by other shareholders or members.
Id. at 739 - 40.
However, a shareholder need not satisfy the two-prong test if "there is a separate duty owed by the defendants to the individual plaintiff under contractual or statutory mandates."
Id. at 740.
The Court finds that the Alleged Disguised Distributions satisfy neither prong of the two-prong test.
First, Wagner cannot establish a "direct harm." Wagner's own expert appears to concede that the asserted damages - essentially for Debtor's transfers for Christoff's benefit- must first be recovered by Debtor. In fact, she allocates a portion of Debtor's damages to Wagner based on his (alleged) 18.2% ownership interest in Debtor. Moreover, Wagner assumes that "but for" the transfers, he would have received additional distributions. However, Wagner was a minority shareholder, without any right to demand a distribution. Assuming that Debtor had not made the transfers, Debtor may have used their value for any number of other business purposes that would not have resulted in an additional distribution to Wagner or to any other shareholder.
And second, the damages alleged by Wagner are not distinct from the damages that any other shareholder would have suffered. As Judge Foster observed, if Debtor had shareholders other than Christoff and Wagner, those shareholders would have suffered the exact same injury as Wagner. Thus, there is no special injury.
Damages Trial Transcript, Vol. I, June 25, 2024, p. 136, l. 3 - p. 140, l. 25 (Doc. No. 153, pp. 139 -143).
Wagner's fallback position is that he need not satisfy the two-prong test because he claims that Christoff owed him a separate duty under the contractual mandates of Debtor's bylaws. But Wagner has neither provided the Bankruptcy Court with a copy of Debtor's bylaws nor explained how they authorize a shareholder such as Wagner to bring a direct breach of fiduciary duty claim against Christoff.
The Court notes that a copy of Debtor's bylaws is available on the State Court docket; they do not support Wagner's assertion that Christoff owed him a separate duty.
Because Wagner cannot satisfy Dinuro's two-prong test or the contractual or statutory exception, Wagner's claims for the Alleged Disguised Distributions are derivative in nature and are, therefore, property of the estate.
C. Wagner's actions in State Court violated the automatic stay.
Under Bankruptcy Code § 362(a)(3), the filing of a bankruptcy petition stays "any act to obtain possession of property of the estate or of property from the estate or to exercise control over property of the estate." Here, the parties do not dispute that Debtor's claims for breach of fiduciary duty against Christoff are property of Debtor's bankruptcy estate. Wagner acknowledged as much when he filed his Derivative Standing Motion.
But while Wagner contends that in the State Court "all [he] did -or attempted to do -was pursue his direct claims against Mr. Christoff," the fact is Wagner did far more than that. Wagner filed the Motion in Limine seeking to preclude Debtor and Christoff from offering "any evidence or argument whatsoever at the [Damages Trial] that Wagner's claims are derivative, or any position at all relying on a derivative argument," and he argued in the State Court that he was entitled to include his share of the Alleged Disguised Distributions in his direct claims for damages.
Doc. No. 155, p. 4, ¶ 7.
Doc. No. 150, p. 22, ¶ 28.
If Judge Foster had granted Wagner's Motion in Limine and precluded Debtor or Christoff from offering evidence that any of the damages Wagner sought were derivative in nature (and therefore property of Debtor's bankruptcy estate) or precluded Debtor or Christoff from offering evidence of the Bankruptcy Court's Stay Relief Order, Wagner's Derivative Standing Motion, or this Court's Order Setting Trial on Derivative Standing, Wagner would have been given the green light to pursue his theory that Debtor's claims against Christoff constituted his own direct damages.
Wagner's efforts to preclude Debtor from presenting evidence on the issue of the derivative claims being property of Debtor's bankruptcy estate violates Bankruptcy Code § 362(a)(3).
III. CONCLUSION
For the reasons set forth above, the Court finds (a) the Bankruptcy Court has exclusive jurisdiction to determine whether specific property is property of the bankruptcy estate; (b) Debtor's claims against its majority shareholder, Christoff, are property of Debtor's bankruptcy estate; and (c) Wagner and Lawhon's efforts to include Debtor's claims against Christoff as part of the damages Wagner seeks to recover from Christoff in the State Court are a violation of the automatic stay.
By separate order, the Court will order Wagner and Lawhon to show cause why they should not be held in contempt or sanctioned under Bankruptcy Code § 105 for willfully violating the automatic stay.
Accordingly, it is
ORDERED:
1. Debtor's Stay Enforcement Motion (Doc. No. 150) is GRANTED.
2. The automatic stay under Bankruptcy Code § 362 bars Wagner from pursuing damages for the Alleged Disguised Distributions.
3. The Court will enter a separate order directing Wagner and Lawhon to show cause why they should not be held in contempt or sanctioned under Bankruptcy Code § 105 for willfully violating the automatic stay.
4. The Court reserves jurisdiction to enforce this Order and award monetary sanctions.
Attorney Stephen Leslie is directed to serve a copy of this Order on interested parties who do not receive service by CM/ECF and file a proof of service within three days of entry of this Order.