Roy Nielsen Hafen

This order is SIGNED.

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Dated: December 7, 2020 “if. ce Sea

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WILLIAM T. THURMAN SCN eS

U.S. Bankruptcy Judge

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF UTAH

In re:

Bankruptcy Number: 04-25018

Roy Nielsen Hafen,

Chapter 7

Debtor.

Judge William T. Thurman

MEMORANDUM DECISION REGARDING THE TRUSTEE’S MOTION TO SELL

PROPERTY

BACKGROUND AND FACTS:

This is a Memorandum Decision memorializing what was read into the record on Monday

November 23, 2020 at 10:00 AM. Accordingly, this Memorandum Decision supports the order

issued on the same date at Docket entry 114, the Court specifically having reserved the right to

issue this Memorandum Decision. This matter is before the court on the Trustee’s Motion to Sell

Property (“The Motion”).' The Motion seeks to sell any interests that the estate may have in certain

' Docket No. 96.

property which is described in The Motion, as: (1) the Debtor’s 10 percent ownership interest in

DANIEL ROY HAFEN, LTD, including any property acquired as a result of that ownership

interest; (2) the Debtor’s 10 percent ownership interest in ACOM, LLC, including any property

acquired as a result of that membership interest; (3) the Debtor’s beneficial ownership interest

in the C.A.R. TRUST and sometimes referred to as the C.A.R. A Trust; (4) the Debtor’s claim in

water rights 71-298, currently in the name of Daniel R. Hafen and Alta Mae Hafen (both deceased),

and; (5) the Debtor’s claim in DANIEL ROY HAFEN, LTD’s shares of the Pinto Irrigation

Company, a Utah corporation. The Response by the Trustee to Debtor’s objection to the sale at

docket 107 clarifies that item (5) is actually the interests in any property received as a result of the

Debtor’s ownership interest in Daniel Roy Hafen, LTD and is accordingly duplicative of item (1).

In addition, the Trustee seeks to sell his avoidance and fraudulent transfer claims pertaining to the

above property under 11 U.S.C. §§ 544, 547, 548, and 549.2 All of this collectively will hereafter

be referred to as the alleged or simply the “Estate Property.” The total purchase price is $15,277.00

in cash.

First, the Court would like to summarize the posture of this matter and how it came to be

here today. The Debtor, Mr. Roy Nielson Hafen, filed for chapter 7 bankruptcy relief in 2004 and

listed unsecured debts of $5M, assets of $11,000, and Trustee returned a gross amount of $5,000

to creditors.3 The case was closed on May 11, 2005. The case was reopened in 2018.4

On July 19, 2018, several creditors from the bankruptcy case filed a lawsuit against the

Debtor and others in the Fifth Judicial District Court, Washington County, State of Utah (the “State

Lawsuit” or “State Case”). The State Case was captioned Adams, et al. v. Hafen, et al., Civil No.

2 Docket No. 96.

3 In re Hafen, 616 B.R. 570 (10th Cir. BAP 2020); Docket No. 18.

4 Docket Nos. 28 (motion) & 34 (order).

180500337.5 The plaintiffs in the State Case (the “State Case Plaintiffs” or “Creditors”) sued the

Debtor and a number of non-case parties on the basis of twelve claims for relief including fraud,

securities violations, civil conspiracy, and avoidance claims. Each of the State Case Plaintiffs

claimed $200,000 or more in damages from that litigation.6 Each State Case Plaintiff was listed on

the original schedules as an unsecured creditor and received notice of the bankruptcy.7

The Trustee did not pursue any fraudulent/ voidable transfers. The Debtor received a

discharge on July 21, 2004. In June of 2018, the Creditors filed a motion with this Court to reopen

the case which was granted.8 The Plaintiffs/ creditors alleged inappropriate conduct by the Debtor

years ago in transferring assets to others and wanted a trustee appointed to investigate these. In

December 2018, the Debtor filed a motion in this case seeking sanctions against the Creditors and

seeking to enforce the discharge injunction as the Plaintiffs named him as a co-defendant as well

as several others who allegedly received some sort of an avoidable transfer in the State Case.9 As

a defense to the Debtor’s motion, the State Case Plaintiffs claim that, pursuant to 11 U.S.C. §

524(e), they may name the Debtor in their State Court Case for the sole purpose of creating a

conduit of liability to the transferees for claims which establish Debtor’s liability but do not seek

to collect damages against him.10 In the Debtor’s Motion for Sanctions, he argued that relevant

case law provides that in order to name the debtor as a party in the state case, the debtor must also

be a necessary/ required party in order to satisfy the exception to the discharge protection in §

524(e). That section provides that a debtor’s discharge “does not affect the liability of any other

5 Adams, et al. v. Hafen, et al., Civil No. 180500337

6 Id.

7 In re Hafen; Docket Nos. 2 & 4.

8 Docket Nos. 28 & 34.

9 Docket No. 37.

10 Docket No. 50.

entity on or the property of any other entity...”11 The Debtor also argued that, to the extent that the

debtor was a necessary/required party, those claims would belong to the Trustee.12 That specific

matter of violating the discharge is not before the court in the current motion.

This Court ruled in April of 201913 that there was no violation of the discharge by the State

Court Plaintiffs naming the Debtor as a defendant in the State Case based on the principles and

persuasive authority found in In re Walker14 and In re Robben.15 The Court read the word

“necessary” as found in the Walker case, not to mean the same thing as a “required” party under

the rules of joinder. Rather, the word “necessary” as used by the circuit described a situation in

which the appearance of the debtor in the case was needed to establish the elements of the liability.

This court’s decision was appealed to the 10th Circuit’s BAP.16 The BAP did not overturn

this Court’s ruling on the law as to the meaning of “necessary” but determined that there were

issues of standing in the State Court Lawsuit that should be considered by this Court. Consistent

with the decision of the Panel, a status conference was held before this Court on October 8, 2020

to consider issues of standing. All parties agreed to continue the matter to October 29th in order to

first resolve the Trustee’s Motion presented here today,17 the reasons being that 1) the proposed

sale could potentially have impact on the question of standing and 2) the need to adjudicate the

case expeditiously for all involved. The impact of granting this Motion would be to liquidate these

rights for possibly a lower amount than which the Plaintiffs are seeking in the State Court Action.

Now that the matter is back before the Court, the Trustee seeks to sell what claims, if any, the

11 11 U.S.C. § 524(e).

12 Docket No. 51.

13 Docket Nos. 68 and 69

14 In re Walker, 927 F.2d 1138, 1142 (10th Cir. 1991).

15 In re Robben, 562 B.R. 469 (Bankr. D. Kan. 2017); See Docket Nos. 68 & 69.

16 See Docket No. 82.

17 See Docket No. 99.

estate may have in all the Estate Property named at the beginning of this ruling to the State Court

Plaintiffs, which may have some overlap impact on the state case, but that impact is not directly

before the Court today. Again, the State Court Plaintiffs are suing the non-case parties in an attempt

to recover property allegedly and improperly transferred to them by the Debtor. The trustee sent

notice of his intent to sell the Estate Property to all parties on the mailing matrix. It requested any

higher or better offers. None were made. A hearing on the Trustee’s motion was held on October

29, 2020. With due respect for the BAP’s decision, the Court determines it should defer ruling on

standing in the state Court until after the issuance of this decision.

The Debtor objected to these proposed sales/ assignments by the Trustee on five18 grounds:

(1) the interests in the property are subject to transfer restrictions; (2) the Debtor and therefore the

Trustee has no beneficial interest in trusts contained in the property to be sold; (3) the Trustee

cannot sell water rights because they never belonged to the Debtor; (4) the Trustee must file an

adversary proceeding to determine the property of the estate; and (5) the court must determine if

the claims are property of the estate before they are sold.

JURISDICTION AND VENUE:

The jurisdiction of this Court is properly invoked under 28 U.S.C. § 1334. This is a core

proceeding within the meaning of 28 U.S.C. § 157(b)(2) (A), (M), and (O), and this Court may

enter a final order. Venue is proper under the provisions of 28 U.S.C. § 1408. The Court finds

notice to be proper in all respects.

18 Docket No. 100.

RULING:

The Court has had time to consider and read the briefs of all parties and conduct additional

research after the oral argument heard on October 29th. The Trustee essentially seeks to sell the

interests in the Estate Property as analogous to a quitclaim deed in an “as is, where is and if is”

type-transaction. These rights could be and are properly classified as a combination of property

rights in whatever the estate owns as well as litigation rights (i.e. avoidance claims).

WATER RIGHTS AND ANY RIGHT TO THE C.A.R. TRUST

The water rights and any interest in the CAR trust may be transferred, even if the existence

of those rights is questionable. The statutory treatment of quitclaim deeds in Utah is instructive to

the nature of the conveyed interests:

A quitclaim deed when executed as required by law shall have the effect of a

conveyance of all right, title, interest, and estate of the grantor in and to the premises

therein described and all rights, privileges, and appurtenances thereunto belonging,

at the date of the conveyance.19

Indeed, “[q]uitclaim deeds ‘do not imply the conveyance of any particular interest in property’ but

rather convey only the interest the grantor holds at the time, ‘be that interest what it may.’”20

The issuance of a quitclaim deed is akin to the assignment of a litigation claim. In a case

out of the Delaware Bankruptcy Court determined that the trustee could sell rights to property, the

ownership of which was in question and most likely would result in a lawsuit after the sale of that

property.21 “By issuing a quitclaim deed, the grantor does not guarantee that it has any actual

19 U.C.A. § 57-1-13 (West 2020).

20 Wells Fargo Bank v. Noerring, 438 P.3d 90 n. 10 (Utah 2018) citing Nix v. Tooele County, 118 P.2d 376, 377

(Utah 1941). See also Holladay Towne Center v. Brown Family Holdings, 248 P.3d 452 (Utah 2011) (explaining

that a “quitclaim deed conveys whatever interest the grantors possess at the time” (quotation simplified)).

21 In re Atlantic Gulf Communities Corp., 326 B.R. 294, 300 (Bankr. D. Del. 2005)

interest in the property conveyed.”22 The reasoning of that case is persuasive with this Court.

Thus, as the Court sees it, there is no restriction to the Trustee selling whatever the estate has in

the water rights and the rights of the Debtor in the CAR Trust, even if it is in dispute or even if, at

the end of the day, it is determined that no interests exist. Accordingly, the Court overrules

Debtor’s fourth and fifth arguments.

Further, Section 363(f)(4) gives some guidance here. That statute provides that in sales

free and clear of liens, the Trustee may sell such if such interest (ownership interest) is in bona

fide dispute. The Trustee here is not seeking to sell the interests free and clear. However, it appears

to the court that if a Trustee is allowed to sell interests where there are bona fide disputes free and

clear, selling such not free and clear is even more permissible.

Other arguments put forward by the Debtor to stop this sale are allegations of what the

exact interests owned by the estate are. Because the sale is simply in the nature of a quitclaim

without warranties or representations, the Court concludes that the Trustee may convey whatever

interest the estate may have in the these specific assets included in the Estate Property by quitclaim

deed and/or assignment or other form of conveyance. This conveyance is as is, where is and if is,

without the necessity of an adversary proceeding and without this court needing to make a specific

determination of whether the claims are property of the estate.

THE LLC AND LIMITED PARTNERSHIP INTERESTS

The Debtor has additional arguments specifically pertaining to the transfer restrictions on

limited partnership interests and LLC membership Units. The restriction clauses do not allow for

transfer of the “Partnership Interest” and “Member’s Units” respectively without following

22 Id.

processes outlined in the documents. The Debtor argues that the estate cannot have a greater right

to property than the Debtor did at the time of filing and consequently the restrictions must be

complied with. It should be noted that the Debtor does not argue that the Interest/ Units cannot

ever be sold, but only that if they are to be sold then the sale process must comply with the transfer

restrictions.

The Trustee has two arguments on why he should be able to sell the economic rights of

both the LLC and LP interests. First, he argues that the only possible interest the estate could have

is economic rights and that the restrictions only apply to managerial rights. He asserts 4 reasons

that support his position, any one of which would suffice to restrict estate property to economic

interests. First, he cites to sections of the Utah Code which state that a partner/ LLC member

entering bankruptcy is an event of dissociation and the only rights he may have are distributional.

Second, the Utah Code specifically states that management rights are never transferable under

either organizational structure unless the Limited Partners or Members assent. Third, that the

businesses in question are dissolved and therefore the only existing rights that anyone would have,

be they a member or not, is to the distribution in the windup. Fourth, the fallback argument of the

Trustee still hinges on the restrictions only applying to management rights. He requests that the

Court should determine that the Trustee is only selling economic rights. He argues that splitting

the economic rights away from the managerial rights allows for this sale.

The Court will take these rights one at a time, with the LP INTERESTS considered first as

there are similar arguments for the LLC and the analysis overlaps a bit. To understand whether the

Trustee may sell whatever interest the estate has in the LP, there is a need to know what the

restriction clause means. There is no definition section of the LP Agreement which was included

with the Debtor’s objection to the sale and to which there was no question raised as to its

consideration. However, the Trustee wishes the Court to make the distinction between a

transferable economic right and a non-transferable management right. Because the Utah Statutes

refer to these as “distributional rights” and “governance rights,” the Court uses those terms

interchangeably with economic and management rights respectively.

The text of the agreement is clear in that section 10 states no limited partner may transfer

any Partnership Interest without giving 30 days to other general and limited partners to exercise a

right of first refusal.23 Under the LP Agreement at section 29, the filing of a bankruptcy petition

by one limited partner shall act as a voluntary transfer with the same restrictions just mentioned.24

It is the law of this circuit as provided in the Graves case from 2010, that the transfer restrictions

can still impact the ability and manner in which the Trustee disposes of the property.25 That case

provides: “a bankruptcy trustee succeeds only to the title and rights in property that the debtor had

at the time she filed the bankruptcy petition. Filing a bankruptcy petition does not expand or change

a debtor's interest in an asset; it merely changes the party who holds that interest.”26 The rule has

been applied before in other areas of the country in the context of transfer restrictions on interests

in businesses in cases like Todd from South Carolina and Dean from Arkansas.27 However, the

question remains as to what constitutes a Partnership Interest in order to determine the import and

scope of the limitation.

Statutory guidance at U.C.A. § 48-2e-1101(16)(d) defines “interest” to include a

“partnership interest in a limited partnership” yet fails to define partnership interest. Additionally,

23 Limited Partnership Agreement §10.

24 Limited Partnership Agreement §29.

25 In re Graves, 609 F.3d 1153, 1156 (10th Cir. 2010).

26 Id. quoting In re Sanders, 969 F.2d 591, 593 (7th Cir.1992).

27 In re Todd, 118 B.R. 432, 435 (Bkr. D.S.C. 1989); accord, In re Dean, 174 B.R. 787, 789 – 790 (Bkr. E.D. Ark. 1994)

(collecting cases).

as the Trustee argues, U.C.A. §§ 48-2e-1101(6) and (14) show that the statutory structure intends

to differentiate between a distributional interest on the one hand and governance interest on the

other. Distributional interests include the “right under an unincorporated entity's organic law and

organic rules to receive distributions from the entity.” That statute further provides:

Governance Interests:

Means a right under the organic law or organic rules of an unincorporated

entity, other than as a governor, agent, assignee, or proxy, to: (a) receive or demand

access to information concerning, or the books and records of, the entity; (b) vote

for or consent to the election of the governors of the entity; or (c) receive notice of

or vote on or consent to an issue involving the internal affairs of the entity.

Roy Nielson Hafen is not a governor under the relevant definition. Likewise, it is hornbook law

that unless otherwise stated, Limited Partners are not agents of the business. It’s also hornbook

law that general partners are agents, but that’s not what we’re dealing with here.28 Nothing here

shows that any of the rights in question were delegated to Hafen by proxy/ assignment but were

instead retained by him in his capacity as a Limited Partner. Unlike the Trustee’s argument, there

is nothing in the text of the statute that shows that the term “partnership interest” definitively

includes only one or the other type of right. Here the Debtor had economic rights to distributions

and the Debtor clearly possessed at least some governance right to demand books and records, so

the possibility of the restrictive term including both types of interests is still present.

28 Mark A. Sargent & Walter D. Schwidetzky, S.E.C. LLC Handbook, § 3:29. Management, agency, and dissolution

(September 2020 Update) (“Limited partners, in their capacity as limited partners, are not agents of the limited

partnership and therefore, for example, cannot enter into binding contracts on its behalf.”); James D. Cox &

Thomas Lee Hazen, Treatise on the Law of Corporations §1:9 The Limited Partnership (December 2019 Update)

(“Unlike partners in general partnerships,21 limited partners are not ordinarily agents of the partnership and thus

do not have the authority to bind the partnership simply because of their position as limited partners.”).

The Court questions the applicability of the section of the Utah Code that the Trustee cites

to show that economic rights are definitively transferable here. The Trustee points to U.C.A. § 48-

2e-702(1)-(3) for the proposition that a partner cannot transfer governance rights and

simultaneously that the economic right to distributions is freely transferable. However, just

because the statutory framework allows for economic rights to be transferred does not mean that

restrictions can never be placed on those rights by private agreement. The argument for

unreasonable restraint on alienation of property was not argued here and does not seem plausible.

In fact, the Utah Code U.C.A. §48-2e-702(6) contemplates that transfer restrictions by private

agreement can change this default rule so that both types of right may become non-transferable.29

Moreover, the court is not convinced that the term in the restrictive clause is limited to governance

rights because this reading of the LP Agreement would be duplicative. Section 36 of the LP

Agreement states that Utah law governs, which includes the statutory restriction on governance

rights just discussed.

Additionally, there are some court decisions treating the interests, which coincides with the

ordinary meaning of the term in the Agreement. While there are no Utah cases directly defining

the scope of what a “partnership interest” is, the term is typically used as a generic reference to the

full array of rights that a partner has, both economic and managerial.30

29 U.C.A. §48-2e-702(6).

30 Casey v Chapman, 98 P.3d 1246, 1249 (Wash. Ct. App 2004) (“Specifically, he sought a judgment determining

that the sale was valid and that the purchaser acquired the partnership interest Casey pledged, including “all

voting rights, equity interests and economic interests.”); Brennan v. Brennan Associates, 41 Conn. L. Rptr. 248 2006

WL 1230089 (Conn. Super. Ct. 2006) (“The court turns next to the nature of the partnership interest that may be

conveyed by the defendants,” and proceeded to consider both economic and managerial interest as sub parts of

the term); Green v. Bellerive Condominiums Ltd., 763 A.2d 252 (Md. Ct. Spec. App. 2000) (deciding whether

partnership interest transferred both economic and management rights or solely economic rights); Deutch v.

Wolff, 7 S.W.3d 460 (Mo. Ct. App. 1999) (determining that court had power to order transfer to the whole of the

partnership interest, which included both distribution and management rights); Olmstead v. F.T.C., 44 So.3d 76,

(Fla. 2010) (using statutory provisions to conclude that “interest” in an LLC context means all distributive and

voting/ management rights); Block v. Magura, 949 N.E.2d 1261 (Ind. Ct. App. 2011) (finding a letter of intent to sell

Finally, the plain language of the words in the agreement is harmonious with the use of

“Partnership Interest” to mean the collective of all the interests one has in a partnership. Black’s

Law Dictionary defines an interest as “A legal share in something; all or part of a legal or equitable

claim to or right in property… the word includes any aggregation of rights, privileges, powers, and

immunities.”31 Putting together this definition with the word “partnership” would indicate that the

restrictions apply to any of the aggregate rights or powers to manage as well as any rights to

distributions which were able to be exercised by the debtor at the time of filing. Even under the

Trustee’s backup position (i.e. the fourth reason stated just previously), the Trustee seeks to sell

the restricted economic rights.

Under 10th circuit precedent in Graves, the estate may not be enlarged by the act of filing

bankruptcy. The estate only owns what the debtor owned at the time of filing and the Trustee may

only convey that which the debtor could have conveyed. Nemo dat quod non habet. This includes

the transfer restrictions on both managerial and economic rights. The Court is persuaded by the

Debtor and the joinders arguments on the sale of these LP and LLC rights. The Court does not

see anything in the Bankruptcy Code or Rules that would supersede the application of these sales

restrictions.

The bottom line on this analysis is that the Court only concludes that the restrictions in

either the LP or LLC agreements and statutes apply in the current motion of the Trustee to sell the

LP and LLC rights.

partnership interest was definite enough to convey both economic and managerial rights); Law on behalf of Robert

M. Law Profit Sharing Plan v. Zemp, 408 P.3d 1045 (Or. 2018) (determining that a court could assign the whole

partnership interest but that the assignee but statute prevented the exercise of management rights).

31 Black’s Law Dictionary (11th ed. 2019).

As the Debtor has pointed out at oral argument, sales of these kind of interests are still

possible so long as they comply with the right of first refusal and other restrictive provisions. A

case from the western district of Michigan bankruptcy court shows that these restrictions can be

satisfied through auction, but the holder of the right needs to be able to participate.32 Here, the

Trustee sent notice to all creditors on the matrix and seeking higher and better offers.33 However,

at the time of the notice, the matrix did not contain the LP limited or general partners, who are

coincidentally the defendants in the State Case. Accordingly, the nature of an auction is that every

participant can ante up when the time comes to exercise a right of first refusal, but the holders of

the right were not made aware of their opportunity to do so.

With all of the foregoing analysis in mind, the LP Interests may be sold by auction and

acceptance of higher and better offers but must occur in a context where the limited and general

partners are given notice and following the LP agreement terms as well as Utah law. However, it

still needs repeating that the Trustee is only seeking to sell these rights, “as is, where is and if is.”

Now, as to the LLC interests, The LLC Operating Agreement, which was also attached to

the Debtor’s objecting submissions, contains language similar to the LP agreement which leads to

the same conclusion as stated just now regarding the LP rights, that the restriction applies.

However, the analysis is simplified by the use of the word “Units” in that agreement. Section 8.1(a)

of the LLC Operating Agreement reads:

If at any time a Member proposes to sell, assign, or otherwise dispose of all or any

portion of such Member’s Units, such Member shall first make a written offer to

sell such units at a price determined as provided in Article 8.1(b) below and on

terms and conditions set forth in Article 8.1(c).

32 In re Cormier, 382 B.R. 377 (W.D. Mich. 2008).

33 Docket Nos. 97 & 98.

While there remains no definition section in that Operating Agreement either, the document

assigns the powers of voting and distribution of profits on a per-Unit basis. Accordingly, the sale

of a Unit encompasses both economic and managerial rights.

An almost identical statutory structure produces definitions with the same meanings as

previously stated in the LP analysis, with the same issue of being duplicative if only restricting

managerial rights due to section 1.1 organizing the entity under Utah law.34 The parties put forward

no countervailing argument or evidence to show that anything less than any portion, be it economic

or managerial, would be restricted. Accordingly, this provision also applies to the Trustee’s sale.

Exactly like the LP Interests outlined above, the LLC Units may be sold in compliance with the

restrictions through a proper auction. However, the LLC members were also not given notice and

therefore the sale could not have complied with the restrictions.

AVOIDANCE RIGHTS

Now as to the avoidance rights, the Trustee and the proposed purchasers/ Creditors

stipulated at the October 29 hearing that if the proposed sale of the avoidance powers were

problematic for the Court to approve, each would be willing to forego the assignment, and sever

the avoidance powers from the sale to proceed with the sale of the remaining assets for the same

price. With that stipulation, the Court defers to the Trustee’s and buyers’ willingness to sever this

part out of the sale and it is not to be included in the sale. It is noted that there are decisions from

other courts which have addressed this and if the parties here wish a further determination on that

from this Court, it will allow argument and a hearing on it in a subsequent hearing.

34 ACOM, LLC Operating Agreement §1.1 (organizing LLC under laws of the State of Utah).

CONCLUSION:

In accordance with the just stated reasoning, the water rights and any interest under the

C.A.R. trust or CAR A Trust, may be sold now by quitclaim/ assignments without warranty or

representations. The interests in the LPs and LLC may be sold, but only by following the processes

outlined in those agreements. The avoidance actions are excluded from any sale by agreement of

the Trustee and the proposed buyers.

Any dispute arising out of what particular property interest was conveyed, if any, through

the deeds or assignments will probably be sorted out in state court as it will be called upon to

determine property rights. The Court recognizes that it previously was willing to defer to the state

court issues on standing, and does not want to offend the parties or any appellate court by stating

that the state court should determine what interests were conveyed if any. However, it appears to

this Court that further defining what is proposed to be sold by this Court is not necessary. This

Court will decide the specific standing issues as directed by the BAP later. The Court can see that

the rights that are proposed to be sold could have some impact on the state court case. But, because

that issue is not in front and center in connection with this motion to sell, the Court will not rule

on it in connection with the current Trustee’s motion.

The court determines that an additional hearing will be necessary to approve or disapprove

the sale of the LP and LLC interests. The Court further determines that such hearing will not be

conducted until after the Trustee’s compliance with the LP and LLC agreements. The Trustee and

objecting parties may submit briefing on the sufficiency of this compliance at least 7 days before

the next hearing. Accordingly, the Court orders a status conference and continued hearing on the

Trustees motion to sell on January 25, 2021 at 1:30 p.m. The Court determines that such gives

the Trustee sufficient time to consider his rights under the agreements and proceed with any

auction and to give the Court a status report of the sale by that date. The Court is willing to extend

that date upon a showing of cause by any of the parties. At that status hearing, the Court will set

a briefing and hearing schedule on all of the standing issues.

SERVICE LIST

Service of the foregoing MEMORANDUM DECISION REGARDING THE

TRUSTEE’S MOTION TO SELL PROPERTY shall be made on the following parties

through the CM/ECF system:

ECF:

• Adam S. Affleck adam-affleck@rbmn.com, andalin-

bachman@rbmn.com;affleckar93359@notify.bestcase.com;jennifer-franklin@rbmn.com

• J. Kevin Bird jkevinbird@birdfugal.com

• J. Kevin Bird tr jkevinbird@birdfugal.com,

kbird@ecf.epiqsystems.com;kbtrustee@aol.com;melanie@birdfugal.com;jkb@trustesolu

tions.net

• Matthew D. Ekins matt@utahcase.com, amanda@utahcase.com

• Thomas D. Neeleman courtmail@expresslaw.com, jennifer_neeleman@hotmail.com

• David L. Pinkston bankruptcy_dlp@scmlaw.com, beckcasaday@hotmail.com

• David L. Pinkston bankruptcy_dlp@scmlaw.com, beckcasaday@hotmail.com

• Mark C. Rose mrose@mbt-law.com, markcroselegal@gmail.com

• Chris L. Schmutz chrisschmutz.pc@gmail.com,

hillaryschmutz@yahoo.com;r60588@notify.bestcase.com

• United States Trustee USTPRegion19.SK.ECF@usdoj.gov

By U.S. Mail –

Roy Nielsen Hafen

PO BOX 2380

St. George, UT 84771

WASHINGTON-UT