PAPPAS, Bankruptcy Judge.
Creditor Peter J. Mastan ("Mastan"), the chapter 7
The material facts in this case are undisputed.
In 2009, Jeanne purchased a 28-unit apartment building in Los Angeles (the "Property") from 716 S. Westlake Avenue Trust, a self-settled trust created and controlled by Behrend.
In connection with the purchase, Jeanne executed a "wraparound" note and mortgage, which included the First and Second loans and deeds of trust, known as the All Inclusive Note and All Inclusive Deed of Trust ("AITD"), for $1,030,000,
Finally, Jeanne also executed a note for a fourth loan in the amount of $325,000 in favor of Earthwise (Behrend), secured by a recorded fourth priority deed of trust (the "Fourth Loan"). The AITD loan and the Fourth Loan proceeds were used entirely for the purchase price of the Property.
Behrend filed a chapter 11 bankruptcy petition on March 25, 2010. Mastan was appointed chapter 11 trustee in that case on March 1, 2011. On May 9, 2011, the bankruptcy court converted Behrend's case to a chapter 7 case, and Mastan was appointed chapter 7 trustee.
The Salamons filed their own chapter 11 petition on June 8, 2012, and, throughout that case, have exercised powers of a debtor in possession of their bankruptcy estate. See § 1107(a).
Mastan, as trustee in Behrend's chapter 7 case, filed a secured proof of claim in the Salamons' chapter 11 case for $1,355,000, the principal due under the AITD and Fourth Loan, on October 3, 2012.
In November, 2013, Mastan learned that the sale had generated sufficient funds to pay the full amount due on the First and Second Loans and that there were surplus funds available to pay to Behrend's estate. After making demand on the foreclosing trustee, Mastan received a check for $150,560.14. This sum was sufficient to pay the remaining balance on the AITD, and a portion of the amount due on the Fourth Loan. Mastan filed an amended unsecured proof of claim (the "APOC") in the Salamons' chapter 11 case for the remaining balance in the amount of $303,345.75.
On April 28, 2014, the Salamons filed a motion in the bankruptcy court for an order disallowing Mastan's APOC. The Salamons argued that under Cal. Civ. Code § 580b(a)(2),
Mastan filed a response to the motion on May 27, 2014. Mastan argued that, although the claim would be barred under California law, § 1111(b)(1) overrides the state law prohibiting a deficiency claim. Mastan pointed out that the only exceptions to the application of § 1111(b) — a class election under § 1111(b)(2), a sale of. the Property under § 363, or a sale under a chapter 11 plan — were not present.
In a reply filed June 3, 2014, the Salamons contended that because the Property was removed from the bankruptcy estate via the foreclosure sale, the state anti-deficiency law applied to preclude Mastan's claim. In other words, because Mastan's claim was no longer secured by a lien on property of the estate, § 1111(b) did not apply to it.
Before the hearing on the Salamons' motion to disallow Mastan's claim, the bankruptcy court entered a tentative decision which stated in full:
Tentative Decision, June 10, 2014.
After hearing the arguments of counsel, the bankruptcy court announced its decision, granting the Salamons' motion to disallow Mastan's unsecured claim. Its Order memorializing its decision, entered on June 20, 2014, explained:
The bankruptcy court had jurisdiction under 28 U.S.C. §§ 1334 and 157(b)(2)(B). We have jurisdiction under 28 U.S.C. § 158.
Whether the bankruptcy court erred in disallowing Mastan's amended claim.
The bankruptcy court's interpretation of the Bankruptcy Code is reviewed de novo. Durkin v. Benedor Corp. (In re G.I. Indus., Inc.), 204 F.3d 1276, 1279 (9th Cir.2000). Disallowance of a claim is reviewed de novo. Margaret B. McGimsey Trust v. USA Capital Diversified Trust Deed Fund, LLC (In re USA Commercial Mortgage Co.), 377 B.R. 608, 617 (9th Cir. BAP 2007) ("Disallowance of a claim is a legal determination that the claim under consideration is not allowable by law.").
The parties agree that resolution of this appeal centers on the bankruptcy court's interpretation of § 1111(b)(1)(A), which provides that:
§ 1111(b)(1)(A).
Collier explains the role of § 1111(b) in reorganization cases:
7 Collier on Bankruptcy ¶ 1111.03[1][a] (Alan N. Resnick & Henry J. Sommer, eds., 16th ed. 2014).
Although § 1111(b)(1)(A) bestows a potential benefit on a creditor holding a non-recourse, partially secured claim in a chapter 11 case, a condition precedent to the creditor's enjoyment of that special status is that it must hold "a claim secured by a lien on property of the estate." Here, the question is whether that condition was satisfied because Mastan held such a lien on the date the Salamons' petition was filed, even though the lien no longer existed when the allowance of Mastan's claim was challenged.
In interpreting the Code, "`when the statute's language in plain, the sole function of courts — at least where the disposition required is not absurd — is to enforce it according to its terms.'" Lamie v. U.S. Tr., 540 U.S. 526, 534, 124 S.Ct. 1023, 157 L.Ed.2d 1024 (2004); Parks v. Drummond (In re Parks), 475 B.R. 703, 707 (9th Cir. BAP 2012) ("If the statute is clear, the inquiry is at its end, and we enforce the statute on its terms."). "Furthermore, the words of [the Code] must be read in their context and with a view to their place in the overall statutory scheme.'" Danielson v. Flores (In re Flores), 735 F.3d 855, 859 (9th Cir.2013) (en banc) (quoting Gale v. First Franklin Loan Servs., 701 F.3d 1240, 1244 (9th Cir.2012)). "When the statute's language is plain, the sole function of the courts ... is to enforce it according to its terms." Hartford Underwriters Ins. Co. v. Union Planters Bank, 530 U.S. 1, 6, 120 S.Ct. 1942, 147 L.Ed.2d 1 (2000).
According to § 1111(b)(1), a nonrecourse claim is treated as a recourse claim in a chapter 11 case if it is "secured by a lien on property of the estate." The bankruptcy court noted that, from and after March 13, 2014, the date of the foreclosure sale at which it was sold, the Property was no longer property of the Salamons' bankruptcy estate. "At that point, [Mastan] no longer had a claim `secured by a lien on property of the estate' for purposes of Section 1111(b)." Thus, the bankruptcy court concluded, in treating Mastan's claim in the same fashion as a recourse claim, § 1111(b)(1)(A) no longer applied and, instead, the California anti-deficiency statutes, including Cal. Civ. Code § 580b, prohibited enforcement of the unsecured claim. As a result, under § 502(b)(1),
While case law interpreting this phrase in § 1111(b)(1)(A) is sparse, it is contrary to Mastan's position. The most oft-cited decision on this issue is Tampa Bay Assocs., Ltd. v. DRW Worthington, Ltd. (In re Tampa Bay Assocs., Ltd.), 864 F.2d 47 (5th Cir.1989).
Id. at 50-51; see also Nat'l Real Estate Ltd. P'ship-II v. Consol. Cap. Partners (In re Nat'l Real Estate Ltd. P'ship-II), 104 B.R. 968, 975 (Bankr.E.D.Wisc.1989) ("1111(b) only applies to `a claim secured by a lien on property of the estate.' When [the creditor] completed its foreclosure of the property, its claim no longer was secured by a lien on property of the estate, and § 1111(b) no longer applied.").
Mastan offers no case law supporting his interpretation of § 1111(b)(1)(A) requiring that, if a claim is secured by a lien on property of a debtor's bankruptcy estate as of the date of the case filing, an otherwise nonrecourse debt will thereafter be afforded treatment as a recourse debt even though the property is sold at a foreclosure sale. Two other courts of appeals interpret § 1111(b) in a manner consistent with the analysis of In re Tampa Bay Assocs. See In re B.R. Brookfield Commons No. 1 LLC, 735 F.3d 596, 598 (7th
In this case, under California law, the liens securing Mastan's claim were extinguished as a necessary consequence of the nonjudicial foreclosure sale. Thoryk v. San Diego Gas & Elec. Co., 225 Cal.App.4th 386, 399, 170 Cal.Rptr.3d 309 (2014); Bank of Am. v. Graves, 51 Cal.App.4th 607, 611-16, 59 Cal.Rptr.2d 288 (1996). Although Mastan's original proof of claim may have asserted a claim secured by liens on property of the estate, as recognized in the APOC Mastan filed, those liens were eliminated as a matter of law as a result of the foreclosure. As a result, when Salamons' objection to the claim was considered by the bankruptcy court, Mastan no longer held a lien on any property of the estate.
We AFFIRM the order of the bankruptcy court disallowing Mastan's amended claim.
There was some discussion at oral argument about whether Cal. Code. Civ. Proc. §§ 580b(a)(2), 580b(a)(3) or 580d applies in this situation. However, by its terms, Cal. Code Civ. Proc. § 580b(a)(3) only applies to foreclosures of residential properties of four units or less, and the Property had twenty-eight units. And while Cal. Code. Civ. Proc. § 580d is a more general statute that extends the anti-deficiency rule to all mortgages, not just purchase money mortgages, Coker v. JP Morgan Chase Bank, N.A., 218 Cal.App.4th 1, 9, 159 Cal.Rptr.3d 555 (2013), it does not apply to a non-foreclosing junior lien, such as the AITD or Fourth Loan. Cadlerock Joint Venture, LP v. Lobel, 206 Cal.App.4th 1531, 1549, 143 Cal.Rptr.3d 96 (2012). Therefore, Cal. Code Civ. Proc. § 580b(a)(2) controls in this case.
§ 502(b)(1).