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Cushman & Wakefield of Connecticut, Inc. v. 12 CDT LLC

Superior Court of Connecticut, Judicial District of Fairfield, Bridgeport

April 5, 2017

CUSHMAN & WAKEFIELD OF CONNECTICUT, INC.
v.
12 CDT LLC

          MEMORANDUM OF DECISION

          KRUMEICH, J.

         In this action Cushman & Wakefield of Connecticut, Inc. (" Cushman & Wakefield") seeks to recover a real estate commission earned in connection with the leasing of space in a commercial office building located in Trumbull (the " Premises") then owned by 12 CDT LLC (" CDT").

         Findings of Fact

         CDT had three principals: John J. Daley III (" Daley"), Ronald Nyman (" Nyman"), and Nicholas Nicholas (" Nicholas"). [1] The Premises was CDT's primary asset and it was encumbered by a mortgage securing a debt in the principal amount of $ 3, 555, 000 owed to Peoplesbank, a Massachusetts lender (the " Bank"), and a second mortgage securing another $ 365, 000 owed to the Bank. [2] On March 1, 2013, the Bank brought a foreclosure action in this court alleging both loans were in default. On March 11, 2013, CDT filed a bankruptcy petition under Chapter 11 of the Bankruptcy Code.

         CDT had purchased the Premises in 2005 for $ 3, 375, 000. By March, 2013 loss of tenants had resulted in negative cash flow, which in turn led to substantial deferred maintenance and defaults in debt service to the Bank. [3] Out of 42, 500 square feet in rentable space, as of June 2013, only 40% was occupied and 60% was vacant. CDT had a desperate need to find new tenants to increase revenues.

         Michael Dillon (" Dillon"), a real estate agent, had introduced Daley to his partner Nyman when they purchased the Premises and had worked with Daley previously to locate tenants.

         Daley asked Dillon, who was employed by Cushman & Wakefield, to seek tenants for the Premises. On July 1, 2013, CDT entered into a listing agreement with Cushman & Wakefield to market the Premises for lease. The listing agreement was signed by Daley as manager of CDT and by James C. Fagan, Senior Managing Director of Cushman & Wakefield (" Fagan"), who was Dillon's supervisor.

         Cushman & Wakefield's marketing efforts were successful and on September 11, 2013, CDT entered into a seven year lease for 16, 500 square feet with the Visiting Nurse Services of Connecticut, Inc. (" Visiting Nurses"). The annual rental on the first year was $ 222, 750, with increases thereafter. CDT agreed to fit out the space for Visiting Nurses. The term was to commence on December 1, 2013 " or upon Lessor's notice to Lessee that Lessor's Work has been substantially completed...." On November 20, 2013, Cushman & Wakefield sent Daley a statement of commission of $ 97, 762.50 for its services to CDT under the listing agreement. No one has objected to this invoice or disputed that the amount sought accurately stated the commission earned by Cushman & Wakefield on the Visiting Nurses' lease.

         CDT hired Daley Construction Co., Inc. (" Daley Construction") to do the fit out work at an estimated cost of $ 510, 000. Daley is a 50% shareholder in Daley Construction with his son, Robert Daley. The fit out project began soon after the lease was signed and work commenced shortly after a building permit was issued on November 14, 2013; the space was ready to be occupied on January 7, 2014, when the temporary certificate of occupancy was issued. [4]

         Negotiations between CDT, as debtor-in-possession, and the Bank resulted in an agreement whereby the Bank agreed to accept a timely payment of $ 1, 300, 000 to satisfy its entire claim of $ 3, 438, 013.09. This stipulation was reflected in the Second Amended Disclosure Statement and Second Amended Chapter 11 Plan filed on September 5, 2013. The Third Amended Plan of Reorganization filed on November 7, 2013 (the " Plan"), confirmed after hearing by the Bankruptcy Court on November 13, 2013, provided as follows with respect to the allowed claim of the Bank:

         1. The debtor shall pay $ 1, 300, 000 to the Bank by November 1, 2013, in complete satisfaction of the allowed claim, time is of the essence.

         2. If debtor failed to make payment, the stay was lifted on November 2, 2013, and the Bank had " the absolute right to proceed with its pending foreclosure...."

         3. Debtor would file a disclosure of no defense in the foreclosure and waive all right to contest the foreclosure debt of $ 3, 103, 305.33.

         4. If judgment of strict foreclosure entered, the Bank would accept a redemption payment of $ 1, 300, 000 from debtor.

         5. Debtor would execute a quitclaim deed to the Bank; if the Bank does not receive payment of $ 1, 300, 000, the Bank " shall have the right to file said quitclaim on December 30, 2013 and take title to the premises...."

         By the time the Third Amended Plan was confirmed CDT had already defaulted on the repayment terms. As a practical matter, unless the Bank was paid $ 1, 300, 000, the Bank had the right to file the quit claim deed and take title to the property on December 30, 2013. From the perspective of CDT, as Daley testified, December 30, 2013 was the " drop dead date" when CDT would lose title to the Premises if it did not pay the Bank $ 1, 300, 000.

         The drop dead date created a dilemma for the principals of CDT, which had been unable to make the payment due the Bank on November 1, 2013. Nicholas and Nyman refused to put any more money into CDT and, in fact, wanted to get back the money they had already put into the project. [5] If sufficient funds could not be raised, both Nyman and Nicholas were willing to walk-away and let the Bank take title. Daley was in a different situation. He had expended approximately $ 220, 000-250, 000 for the fit out work by Daley Construction and expected to be paid the full $ 510, 000 when the work was completed.

         Daley was the driving force behind the bankruptcy and was desperately looking for financing to pay off the Bank and pay Daley Construction for the fit out work. Among the people he contacted was Dillon, who forwarded a list of lender contacts provided by Fagan in an email dated November 7, 2013. Daley was unable to obtain conventional financing. Daley was also looking for new equity partners without success.

         On or about November 18, 2013, Daley received a term sheet from a mortgage broker, Andrew E. Larew (" Larew"), for a proposed bridge loan by a private lender, Titan Capital ID, LLC (" Titan Capital"). The bridge loan amount was $ 1, 700, 000 with an initial loan advance of $1, 200, 000. Titan Capital is owned by two cousins, Ira Safferstein (" Safferstein") and David

         Safferstein, and is in the business of making short-term bridge loans to temporarily finance debtors until permanent financing is arranged. Many of the debtors on these bridge loans are in bankruptcy and need temporary financing to reorganize. Larew had told Safferstein that CDT was looking to finance $ 2, 000, 000, but Safferstein was only willing to finance at a loan-to-value ratio of 65% of appraised value. [6] Also Safferstein was only willing to advance $ 1, 200, 000, not the entire amount needed to pay off the Bank, because Titan Capital had a policy of requiring debtors to put new money into the project so they had " some skin in the game", as Safferstein testified. To satisfy the term sheet the principals of CDT would have to come up with the $ 100, 000 balance needed to pay off the Bank, plus money to pay a lender's fee of 2%, to pay miscellaneous other fees, indemnify the lender for the mortgage broker fee, and at closing to fund an interest reserve estimated to be $ 60, 000 and an escrow for real estate taxes estimated to be $ 12, 000. In addition, CDT's principals, Daley, Nicholas and Nyman would have to guarantee the loan and any collection costs and fees. On November 20, 2013, Daley, as " manager", initialed and signed the term sheet on behalf of CDT. The same day Safferstein signed on behalf of Titan Capital. The loan term sheet was not a commitment and was subject to underwriting and appraisal. After the term sheet was signed and returned, Titan Capital heard nothing from CDT until later in December on a loan that was supposed to close on or before December 23, 2013.

         CDT was not able to fulfill the loan terms proposed by Titan Capital. Nyman and Nicholas were not willing to put any more money into the project, which makes it doubtful they agreed to guarantee the loan let alone put another minimum $ 175, 000 into the project needed to comply with the loan terms. There simply was not enough in the deal for them to take the risks. Nyman had sold the company which was a tenant in the Premises and was planning to move out of state to pursue a new venture. Nicholas lived in Florida and had not taken an active managerial role. A tip off that Nicholas and Nyman were not interested in continuing as Daley's equity partners is in the terms of the confirmed plan, which provided the " Reorganization Debtor" would be CDT with " John J. Daley, III as its sole member." [7] For Daley the loan terms promised $ 500, 000 to Daley Construction for completing the fit out work, which meant he would recoup his outlay for the work. By November 20, 2013, when Daley initialed and signed the term sheet on behalf of CDT and returned it to Titan Capital, the Plan had already been confirmed by the Bankruptcy Court, which left Daley as the only principal in CDT willing to carry on with the venture. [8] If the lender had been willing to fund $ 2, 000, 000 as initially sought, there may have been enough to salvage the property and cover all the claims and other costs needed to emerge from bankruptcy, but Daley alone simply could not come up with sufficient funds needed to fund the confirmed plan and redeem the Premises before the " drop dead date" on December 30, 2013.

         Sometime around December 16, 2013, Daley and Safferstein came up with a new way to finance the redemption of the Premises from the Bank. [9] There was insufficient time to do a bridge loan in the ordinary course of Titan Capital's business, but Ira and David Safferstein were willing to provide financing to pay off the Bank, pay off the liens, pay to complete the fit out work, in exchange for a controlling equity position in a new entity that would take title to the Premises. After some negotiation, it was agreed that Daley would retain a 37.5% interest and that the Saffersteins would receive a controlling 62.5 % interest in the new entity formed to take ownership of the Premises, Titan Cambridge, LLC (" Titan Cambridge"). [10] On December 26, 2013, CDT, acting by Daley as its sole member and manager, contracted to sell and then conveyed the Premises to Titan Cambridge. The purchase price was $ 1, 300, 000 that was paid directly to the Bank to redeem the property. [11]

         Daley testified he intended to pay the fee due Cushman & Wakefield, but he was very vague as to how he could have done so. The Titan Capital loan would not have provided the " Reorganization Debtor" plan, with Daley as the sole member of CDT, was submitted to the bankruptcy court.

         funds CDT needed to pay the $ 97, 762.50 commission earned and due under the listing agreement. Daley knew the commission would not be paid in the bankruptcy proceeding. Cushman & Wakefield had not been retained as a professional in the bankruptcy and this debt had not been disclosed to the Bankruptcy Court as an administrative claim nor dealt with in the various filed plans of reorganization, including the confirmed Third Amended Plan. The confirmed plan estimated total unpaid administrative expenses of only $ 20, 000, which is identified as the estimated fees and costs due to debtor's counsel. Daley and debtor's bankruptcy counsel were aware Cushman & Wakefield had provided brokerage services yet the retention had not been approved by the bankruptcy court and no provision had been made to pay the commission in the confirmed plan. [12] Daley also knew no arrangement had been made to have Titan Cambridge pay the Cushman & Wakefield commission, as there had been to pay Larew's fee. Larew's $ 17, 000 commission on the unconsummated loan transaction with Titan Capital, billed to Daley at CDT on December 16, 2013, was later paid by Titan Cambridge as a finder's fee for introducing Daley to Safferstein.

         The conclusion is inescapable that at some point, prior to submitting the Third Amended Plan of Reorganization on November 7, 2013, Daley decided on a scheme to use the bankruptcy proceeding to avoid paying funds due Cushman & Wakefield. CDT retained Cushman & Wakefield during the pendency of the bankruptcy. Daley testified that CDT's bankruptcy counsel was aware that Cushman & Wakefield had listed the property and was looking for tenants. During the bankruptcy Daley was aware that CDT had received bankruptcy court approval to retain other professionals like its attorneys and accountants. These applications were " nunc pro tunc", which suggests they were filed after the professionals were already commenced providing services to the estate. Certainly, no professional provided more valuable services than Cushman & Wakefield, which located a major tenant at a crucial time for the solvency of the venture. Yet the Bankruptcy Court was not notified of Cushman & Wakefield's retention or its commission claim, and none of the papers filed by CDT's counsel in the bankruptcy ever mentioned Cushman & Wakefield, despite CDT's duty as debtor-in-possession to do so. No notice of the bankruptcy, no disclosure statement, no plan of reorganization was ever served on Cushman & Wakefield by CDT, although Daley and its bankruptcy counsel were aware of its services to CDT. The failure to bring Cushman & Wakefield's services and commission claim to the attention of the Bankruptcy Court was deliberate. If the Bankruptcy Court had been aware of the Cushman & Wakefield claim, or if Cushman & Wakefield had been aware of the bankruptcy, the Third Amended Plan might not have been confirmed without adjustment for payment of the commission. [13] Daley's explanation that he did not know Cushman & Wakefield was a professional that needed to be retained in the bankruptcy rings hollow given Daley's explanation to Safferstein on December 31, 2013, that he thought the debt to Cushman & Wakefield was discharged in bankruptcy. Surely, CDT's bankruptcy counsel knew that the bankruptcy court had to approve the broker's retention and any commission due Cushman & Wakefield had to be disclosed and dealt with in the bankruptcy proceeding. The inference is strong that Daley intended to use the bankruptcy to avoid Cushman & Wakefield's commission. The inference is also strong that Daley had to keep Cushman & Wakefield in the dark about the bankruptcy and the impending transfer of the Premises to another entity for his scheme to work.

         I do not find credible Daley's testimony that he informed Dillon of the bankruptcy proceeding on many occasions. Dillon denied knowing about the bankruptcy proceeding until after the transfer of the premises to Titan Cambridge. [14] His supervisor Fagan, known to Daley.

         was not aware of the bankruptcy before the transfer. Neither was Kevin Foley, the Cushman & Wakefield agent who was the tenant's broker on the Visiting Nurses' lease, and who visited the Premises and met with Daley on various occasions in November and December 2013 as he observed progress of the fit out. Daley testified he was concerned if Visiting Nurses found out about the bankruptcy it would jeopardize the lease. Daley also testified he assumed the brokers would tell Visiting Nurses. [15] After the lease was signed and until the Premises were sold and redeemed from the Bank, the biggest threat to Daley's plan was Cushman & Wakefield finding out about the bankruptcy and sale and taking steps to enforce its commission claim. [16]

         Daley also did not disclose the Cushman & Wakefield's commission to Safferstein. This was not an oversight. Daley deliberately delayed informing Safferstein about the commission until after the closing and redemption of the Premises from the Bank. Safferstein had asked Daley directly while they were negotiating the sale whether there were any other claims he should be aware of and Daley assured him there were none. If Daley had disclosed the commission claim to Safferstein before the closing it may well have affected the deal, in particular the percentage ownership to Daley and the payments to Daley Construction. [17] In contrast to Daley's silence about Cushman & Wakefield prior to the closing, Safferstein testified consistent with Dillon's and Fagan's testimony that they did not learn of the bankruptcy until after the property transfer on December 26, [15] Daley's testimony was that he had assumed the brokers had told Visiting Nurse. Because I do not believe Daley told Dillon, Fagan or Foley about the bankruptcy, I credit his testimony as far as his concern about Visiting Nurse finding out about the bankruptcy. Daley never told Visiting Nurses and there is no evidence the bankruptcy was ever disclosed to that tenant.

         that after the closing Daley kept pressing him to contact Dillon, which he did by email dated December 30, 2013, in which he informed Dillon about the sale of the Premises " last week to Titan Cambridge, LLC--An entity controlled by Titan Capital ID LLC in partnership with Mr. Daley." On December 31, 2013, Daley informed Safferstein for the first time about the Cushman & Wakefield commission. [18] Daley explained he had not disclosed the commission claim previously, including when he had been asked directly by Safferstein about any costs outstanding, because he thought it had been discharged in bankruptcy. More likely, Daley withheld this material information until after he received his 37.5% interest in Titan Cambridge, the conveyance closed and the Premises were redeemed from the Bank. Presumably, Daley was hoping Safferstein would enter into an arrangement with Cushman & Wakefield similar to the Larew payoff.

         Safferstein testified had he known about the Cushman & Wakefield commission he would have insisted it be dealt with before he closed on the sale. Safferstein was vague as to how that would occur. The closing was four days before the drop dead date, with Christmas in the interim. The reorganization plan was already confirmed, and indeed it was never amended to disclose the sale of the debtor's primary asset to an entity in which Daley, an insider of the debtor, received a 37.5% interest. [19] There were insufficient funds left in the estate to pay the commission; everything retained in the estate was allocated in the Plan to pay bankruptcy counsel, with the liens dealt with in the Plan to provide clean title to Titan Cambridge. Daley was motivated to conceal the Cushman & Wakefield claim from the Bankruptcy Court and from Safferstein or risk losing his 35.7 % interest in the new entity and the commitment to pay Daley Construction to complete the fit out. [20] The Court credits Safferstein's testimony that he did know about the Cushman & Wakefield commission until he had conversations with Daley and later Dillon on December 31, 2013. [21]

         The fair market value of the Premises " as is" was $ 2, 600, 000 on December 26, 2013. [22] The $ 1, 300, 000 paid to the Bank after the closing was not fair market value of the fee, but reflected a distressed price in a non-market sale of a majority interest based on the discounted redemption price negotiated by the Bank. [23] In exchange for that price, the Saffersteins received a 62.5% interest at a below market discount. [24] Although there was substantial deferred maintenance that would have to be addressed by the buyer, no reliable evidence was submitted as to the cost of such repairs, and the appraised value included adjustments to reflect its " as is" Construction when the fit out was completed. [25] As Safferstein and Titan Cambridge pointed out, without these benefits to Daley there would have been no reason for him to transfer title to the Premises.

         condition. Safferstein's " back of the envelope" analysis did not support his estimate that the property was worth $ 2.3 million " as is" at the time of purchase, and was always qualified by reference to an unspecified " upside" he factored into the decision to purchase the 62.5 % interest that Safferstein declined to quantify.

         Conclusions of Law

         The Court Has Subject Matter Jurisdiction.

         Defendants have argued that this Court lacks subject matter jurisdiction because exclusive jurisdiction is with the Bankruptcy Court pursuant to 28 U.S.C. § § 327(a) and 1334(a) & (e)(2)., Defendants' motion to dismiss was denied by Judge Dale Radcliffe on December 19, 2016. [26] Although I decline to regard Judge Radcliffe's ruling as " law of the case", [27] I agree with him that the state court has jurisdiction over Cushman & Wakefield's claims in this action.

         Defendants also argue that only the Bankruptcy Court may approve retention of a professional engaged while a bankruptcy is pending under 11 U.S.C. § 327 and Fed. B.R. § 2014 because it is a core proceeding under 28 U.S.C. § 157. Accordingly, Defendants argue: because Cushman & Wakefield's retention was never approved by the Bankruptcy Court, the listing agreement may not be enforced. I conclude that Cushman & Wakefield is not barred by bankruptcy law from pursuing its commission claim in state court.

         Cushman & Wakefield was not aware of the bankruptcy until after the Premises were conveyed by the reorganized CDT to Titan Cambridge. Without such knowledge there was nothing Cushman & Wakefield could have done to protect itself in the bankruptcy proceeding. If CDT had disclosed the retention of Cushman & Wakefield and its commission claim to the Bankruptcy Court before the Premises were sold all its claims could have been resolved in the bankruptcy proceeding. After the Plan was confirmed and CDT's principal asset was sold there was no substantial Chapter 11 estate left to administer. [28]

         The Bankruptcy Court's jurisdiction shrinks after it confirms a Chapter 11 plan. See In re Indicon, Inc., 2012 WL 1110115 *3 (B. Ct. Conn. 2012) (Schiff, J.), aff d 499 B.R. 395, (D. Conn. 2013) (Underbill, J), rehearing denied 526 B.R. 466, 469-71 (D. Conn. 2015), aff d 645 Fed.Appx. 39 (2d Cir. 2016) (summary order). In Indicon the debtor's landlord, a creditor, did not find out about the debtor's bankruptcy until after the plan of reorganization had been confirmed. The Bankruptcy Court, affirmed by the District Court and the Second Circuit Court of Appeals, concluded that it did not have subject matter jurisdiction over the adversary proceeding alleging breach of lease and bankruptcy abuses brought by the landlord because the plan was already confirmed, the debtor was dissolved and its assets were all distributed, a final decree was entered and thus there could be no " close nexus" to implementation of the plan so the remaining claims were outside its jurisdiction because any recovery would " have nothing to do with the administered estate." 645 Fed.Appx. at 40.

         Judge Underhill explained the shrinking of a bankruptcy court's jurisdiction post-confirmation in In re Indicon, 499 B.R. at 400-402:

         " Vanguard invoked the bankruptcy court's jurisdiction under 28 U.S.C. § 1334(b). That section of the United States Code provides for " three types of district court jurisdiction over bankruptcy proceedings: [1] 'arising under' jurisdiction; [2] 'arising in' jurisdiction; and [3] 'related to' jurisdiction.... 'Arising under' jurisdiction exists when the proceeding invokes a substantive right created by federal bankruptcy law. 'A claim " arises in" bankruptcy if, by its very nature, the claim can only be brought in a bankruptcy action, because it has no existence outside of bankruptcy....' Jurisdiction under 28 U.S.C. § 1334(b)'s 'related to' prong rests where the proceeding's outcome 'could conceivably have any effect on the estate being administered in bankruptcy.'" In re New England Nat., 2012 WL 3987648, at *4 (Bankr. D.Conn. Sept. 11, 2012); see Parmalat Capital Finance Ltd. v. Bank of America Corp., 639 F.3d 572 (2d Cir. 2011).

         The bankruptcy court's post-confirmation jurisdiction is not expressly limited under section 1334. Park Ave. Radiologists, P.C. v. Melnick (In re Park Ave. Radiologists, P.C.), 450 B.R. 461, 467 (Bankr.S.D.N.Y.2011). Nevertheless, " most courts agree that once confirmation occurs, the bankruptcy court's jurisdiction shrinks." Id. Therefore, courts have crafted tests to determine when a bankruptcy court may exercise subject matter jurisdiction after confirmation of a bankruptcy plan. The Second Circuit has used the " close nexus test" to determine post-confirmation subject matter jurisdiction. Last year, the bankruptcy court for this district adopted the use of the " close nexus test" following confirmation of a bankruptcy plan. See In re New England Nat., 2012 WL 3987648, at *6. The bankruptcy court of the Southern District of New York also uses that test. See, e.g., In re Metro-Goldwyn-Mayer Studios Inc., 459 B.R. 550 (Bankr.S.D.N.Y.2011)."

         Judge Underhill went on to explain what a party must show to invoke the jurisdiction of a bankruptcy court post-confirmation:

         " 'A party can invoke the authority of the bankruptcy court to exercise post confirmation jurisdiction if the matter has a close nexus to the bankruptcy plan and the plan provides for the retention of such jurisdiction.' In re DPH Holdings Corp., 448 Fed.Appx. at 137; In re New England Nat., 2012 WL 3987648, at 4-5. Here, neither requirement is met."

         Judge Underhill described the " close nexus to the plan" test: Vanguard must show that the matter has a close nexus to the Plan. In DPH Holdings, the Second Circuit found a close nexus where the disputed issue would 'impact the implementation, execution, and administration" of the bankruptcy plan. 448 Fed.Appx. at 137." ' 499 B.R. at 401.

         Judge Underhill concluded that the landlord's claims did not have a " close nexus" to the plan for very practical reason; the claims existed outside the bankruptcy reorganization plan:

" In the case at bar, not only did the relationship between Indicon and Vanguard arise before the bankruptcy proceedings, the asset sale was not consummated until after the confirmation of the plan, and Vanguard's fraud allegations, although they arose in the context of the bankruptcy, affect only Vanguard's right to recovery as an administrative claimant."

         Judge Underhill distinguished core proceedings and ancillary claims that do not affect the reorganization plan that are simply too tenuous to the bankruptcy to sustain post-confirmation jurisdiction:

         " The complaint in the case before this court alleges a series of violations of the Bankruptcy Code and breach of a commercial lease--claims that do not go to the core of the bankruptcy process. Vanguard alleges that the connection between the, Defendants' conduct and the bankruptcy proceeding arises because the conduct affects payment on Vanguard's administrative claim and the alleged violations of the Bankruptcy Code. Again, a connection between payments to administrative claimants and the bankruptcy proceeding seems too tenuous to implicate the bankruptcy plan. In any event, although the allegations may implicate the integrity of the bankruptcy process, that is not the standard the Second Circuit requires this court to follow. There is a distinction between acts that 'affect the implementation, execution, or administration' of the Plan, as the Second Circuit's close nexus test requires, and those that 'implicate the integrity of the bankruptcy court', under the Third Circuit's broader test. Although the, Defendants' actions may indicate, at best, a lack of candor with the bankruptcy court, they do not rise to the level the Second Circuit requires to allow the bankruptcy court to retain jurisdiction, particularly in light of the Plan's termination of the bankruptcy court's jurisdiction upon entry of a final decree." 499 B.R. at 403-404.

         Judge Underhill found that the second prong of the test also was not met because the plan did not retain post-confirmation jurisdiction but its jurisdiction ended with the final decree:

" As both the, Defendants stated and numerous courts have held, pre-confirmation subject matter jurisdiction narrows after confirmation. See In re Park Ave. Radiologists, 450 B.R. at 467 (" [M]ost courts agree that once confirmation occurs, the bankruptcy court's jurisdiction [under Section 1334] shrinks.") (citation and internal quotation marks omitted). Once confirmation occurs, the Plan terminates subject matter jurisdiction over proceedings related to the debtor's estate and the debtor's estate ceases to exist. In re Gen. Media, 335 B.R. at 74.

         Here, not only has confirmation been ordered, but the bankruptcy court entered a final decree, signaling the administrative conclusion of the bankruptcy case. See In re Gould, 437 ...


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