1

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

Alexandria Division 

In re: )

)

THE MORGAN CENTER, ) Case No. 19-13278-BFK

) Chapter 7

) 

Debtor. ) 

____________________________________) 

In re: )

)

NORTHERN VIRGINIA ) 

ADVOCACY COUNSELING, ) 

Case No. 19-13-BFK

Chapter 7

) 

Debtor. ) 

____________________________________) 

ORDER: (A) GRANTING MOTIONS FOR SUBSTANTIVE

CONSOLIDATION OF BANKRUPTCY ESTATES; AND

(B) DENYING MOTIONS FOR RELIEF FROM THE

AUTOMATIC STAY 

This matter began as a billing dispute over $35.00. It has bourgeoned into two trials 

before the Circuit Court of Fairfax County, a trip to the Virginia Supreme Court (which reversed 

and remanded one of the judgments for a re-trial), a personal bankruptcy, a non-dischargeability 

adversary proceeding within that bankruptcy, and the two corporate Chapter 7 bankruptcies now 

before the Court. The Debtors request that the Court substantively consolidate the two corporate 

bankruptcy cases, which is opposed by a creditor, Michael Handberg. Mr. Handberg has 

requested that the Court lift the automatic stay so that he can pursue his pending action against 

the Debtors in State Court. For the reasons stated below, the Court will: (a) grant the Motions to 

consolidate the two cases; and (b) deny Mr. Handberg’s Motions for Relief from the Automatic 

Stay. 

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Findings of Fact

The basic facts are not disputed. 

A. The Defamation Action. 

1. Dr. Felicia Goldberg was the sole owner and Executive Director of The Morgan 

Center, Inc. (“TMC”), located in Herndon, Virginia. TMC provided therapy, counseling and 

educational consulting services.

2. Michael Handberg’s son was a client of Dr. Goldberg. 

3. In June 2015 a dispute arose between Dr. Goldberg and Mr. Handberg concerning 

a bill for $35.00. Mr. Handberg sent an e-mail to Dr. Goldberg, and copied certain members of 

the Loudoun County Public School System, in which Mr. Handberg accused Dr. Goldberg of 

“fraudulent billing,” among other allegations of unprofessional conduct. 

4. Dr. Goldberg filed a defamation action against Mr. Handberg in the Circuit Court 

of Fairfax County (Case No. 2016-004613) (hereinafter, the “Defamation Action”).

5. Mr. Handberg filed a counterclaim against TMC and Dr. Goldberg, alleging 

violations of the Virginia Consumer Protection Act (“VCPA”), as well as conversion and fraud. 

6. The case was tried before a jury in March 2017. The jury returned a verdict in Dr. 

Goldberg’s favor on the defamation claim and awarded her $90,000.00 against Mr. Handberg

(this will be referred to as the “Defamation Judgment”). 

7. The jury awarded Mr. Handberg $35.00 in compensatory damages and 

$45,000.00 in punitive damages on his conversion claim against TMC. It found that TMC did not 

violate the VCPA, and further found that neither Dr. Goldberg nor TMC was liable for fraud. 

(The Court will refer to this as the “Conversion Judgment.”) 

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8. Mr. Handberg appealed the Defamation Judgment to the Virginia Supreme Court. 

TMC did not appeal the Conversion Judgment, and that judgment is final. 

9. In August 2019, the Virginia Supreme Court issued an Opinion in which it 

reversed the Defamation Judgment and remanded the case to the Circuit Court for a retrial. 

Handberg v. Goldberg, 831 S.E.2d 700 (Va. 2019). According to the Virginia Supreme Court, 

the trial judge committed reversable error by allowing the jury to consider certain statements that 

the Circuit Court previously ruled were non-defamatory statements of opinion, along with the 

allegedly defamatory statements of fact. Id. at 708.

10. The case has not yet been re-tried in the Circuit Court and remains pending. Dr. 

Goldberg has since amended her Complaint to seek $2,000,000.00 in damages.

B. The Formation of Northern Virginia Advocacy & Counseling Services, Inc. 

(“NVAC”) and the Alter Ego/Fraudulent Transfer Action.

11. In April 2017, about a month after the Conversion Judgment against TMC in the

Defamation Action, Dr. Goldberg formed the Northern Virginia Advocacy & Counseling 

Services, Inc. (“NVAC”), as a Virginia corporation. Mr. Handberg alleges that Dr. Goldberg 

caused the transfer of substantially all of the assets of TMC to NVAC. 

12. Mr. Handberg filed a Complaint against TMC and NVAC (and their counsel) in 

the Circuit Court of Fairfax County alleging that the transfer of TMC’s assets to NVAC was a 

fraudulent transfer because: (a) the transfer was made shortly after the jury’s verdict in the 

Defamation Action; (b) Dr. Goldberg was the owner of both TMC and NVAC; and (c) the 

transfer allegedly was for less than the assets were worth. Handberg v. The Morgan Center, Inc.,

Case No. CL-2018-14335 (this will be referred to as the “Fraudulent Transfer/Alter Ego 

Action”).

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13. In his Complaint, as part of the “badges of fraud” alleged against TMC and 

NVAC, Mr. Handberg further alleged that “NVACS constitutes nothing more than an alter ego 

of TMC. As such, the corporate veil of NVACS should be pierced and its corporate structure 

disregarded.” Id., Amended Complaint, ¶¶ 25, 27.

14. In his Amended Complaint, Mr. Handberg included Count III, a Count for 

Successor Liability, alleging that “NVACS is a mere continuation of TMC and was created 

solely to avoid the lawful judgment of Plaintiff.” Id., Amended Complaint, ¶ 42. 

15. The case was tried before the Circuit Court over two days in September 2019. It 

was stayed by the filing of the two corporate bankruptcy cases, described below. 

C. Dr. Goldberg’s Personal Bankruptcy Case. 

16. On November 3, 2017, Dr. Goldberg and her husband filed a voluntary, joint 

Petition under Chapter 7 with this Court. In re Goldberg, Case No. 17-13751-KHK. 

17. Dr. Goldberg listed the $90,000.00 Defamation Judgment as an asset in her 

Schedule B, and she exempted the Judgment in her Schedule C. Id., Docket No. 1, pp. 14, 18.1

18. Mr. Handberg filed a Complaint in Dr. Goldberg’s case seeking to have the 

Conversion Judgment held to be non-dischargeable under Section 523(a) of the Bankruptcy 

Code. Handberg v. Goldberg (In re Goldberg), Case No. 17-13752-KHK, Adv. No. 18-01008-

KHK.

19. This case went to trial before Judge Kindred of this Court on August 15, 2018. At 

the conclusion of the trial Judge Kindred ruled for Dr. Goldberg and dismissed the Complaint. 

Id., Docket No. 26. 

1 No party objected to Dr. Goldberg’s claim of exemption. Under Bankruptcy Rule 4003(b), an objection must be 

filed within 30 days of the conclusion of the meeting of creditors, or the exemption is allowed. Taylor v. Freeland & 

Kronz, 503 U.S. 638, 647 (1992). 

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20. Mr. Handberg did not appeal Judge Kindred’s decision, and that judgment is 

final.2

21. Dr. Goldberg received a discharge in her personal bankruptcy case. In re 

Goldberg, Case No. 17-13751-KHK, Docket No. 20. The Trustee filed a Report of No 

Distribution and the case was closed. Id., Docket Nos. 22, 23. 

D. The Two Corporate Chapter 7 Bankruptcy Cases. 

(i) The TMC Case. 

22. On October 3, 2019, TMC filed a Voluntary Petition under Chapter 7 with this 

Court. Case No. 19-13278-BFK.

23. Janet Meiberger was appointed as the Chapter 7 Trustee. 

24. The Petition was filed as a “no asset” case, in that the Debtor estimated that there 

would be no funds available to the unsecured creditors. Id., Docket No. 1, Voluntary Petition, p.

3, ¶ 13. 

25. The Schedules list only $1,800.00 in assets, consisting of a $1,500.00 security 

deposit and $300.00 in computer equipment. Id., pp. 7-8. In addition, the Schedules list a 

possible unliquidated malpractice claim against a law firm, possible claims against Mr. Handberg 

for “abuse of process,” and a claim against NVAC for a month’s rent ($1,788.34). Id., p. 9.

26. On the debt side, TMC listed a total of $140,878.61, which included the law firm 

of Campbell and Flannery ($80,755.61) and the Conversion Judgment in favor of Mr. Handberg 

($35.00 compensatory damages and $45,000.00 in punitive damages). If the claim for punitive 

2 Mr. Handberg filed a Motion for a New Trial. Docket No. 30. Dr. Goldberg initially opposed the Motion (Docket 

No. 34), but when Mr. Handberg withdrew his Motion (Docket No. 38), Dr. Goldberg filed a Motion to Reschedule 

the Trial (Docket No. 42), which Judge Kindred denied. Docket No. 46. 

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damages is subordinated (see Part I(B), below), the Campbell Flannery claim constitutes

approximately 85% of the unsubordinated, unsecured claims in the case. 

27. The Trustee has not filed a Report of No Distribution, meaning that she has not 

abandoned the estate’s fraudulent transfer/alter ego claims against NVAC at this stage of the 

case. 

(ii) The NVAC Case. 

28. On October 8, 2019, NVAC filed a Voluntary Petition under Chapter 7 with this 

Court. Case No. 19-13319-BFK.

29. This case also was filed as a “no asset” case, meaning that in the Debtor’s 

estimation there would not be sufficient assets to pay a distribution to the unsecured creditors. 

Id., Docket No. 1, Voluntary Petition, p. 3, ¶ 13. 

30. Donald F. King was appointed as the Chapter 7 Trustee. 

31. In its Schedules, NVAC listed a total of $2,800.00 in personal property, consisting 

primarily of its security deposit in the amount of $2,400.00. Id., pp. 7-10.

32. On the debt side, Campbell Flannery was listed as the only unsecured creditor 

with a liquidated claim, in the amount of $80,755.61. Id., p. 12. 

33. Mr. Handberg is listed as having a disputed claim arising out of the alleged 

fraudulent transfer and alter ego claims. Id.

34. The Trustee has not filed a Report of No Distribution in this case. 

E. The Motions for Substantive Consolidation. 

35. On November 25, 2019, TMC filed a Motion to consolidate its case with that of 

NVAC. Case No. 19-13278-BFK, Docket No. 21. 

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36. NVAC filed a similar Motion for consolidation on the same day. Case No. 19-

13319-BFK, Docket No. 25. 

37. Mr. Handberg filed an Objection in both cases. Case no. 19-13278-BFK, Docket 

No. 23; Case No. 19-13319-BFK, Docket No. 29.

38. Campbell Flannery filed a Response in support of the Motion in the TMC case. 

19-13278-BFK, Docket No. 27. 

39. The Chapter 7 Trustee in the TMC case, Ms. Meiberger, appeared at the hearing 

on December 17, 2019, and stated her support for the Motions to consolidate. 

40. The Chapter 7 Trustee in the NVAC case did not appear at the hearing, though 

Ms. Meiberger advised the Court that she has discussed the matter informally with Mr. King and 

in the event of a consolidation, Ms. Meiberger would serve as the Trustee of the consolidated 

bankruptcy estates. 

F. The Motions for Relief from the Automatic Stay. 

41. Finally, Mr. Handberg filed Motions for Relief from the Automatic Stay in both 

cases, seeking to return to the State Court to complete the Fraudulent Transfer/Alter Ego Action. 

Case No. 19-13278-BFK, Docket No. 24; Case No. 19-13319-BFK, Docket No. 30. 

42. The Debtors filed objections to the Motions in both cases. Case No. 19-13278-

BFK, Docket No. 31; Case No. 13317-BFK, Docket No. 36.

43. Campbell Flannery filed an Opposition in both cases. Case No. 19-13278-BFK, 

Docket No. 33; Case No. 19-13319-BFK, Docket No. 40. 

44. Dr. Goldberg filed an Objection in the NVAC case. Case No. 19-13319-BFK, 

Docket No. 39. 

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45. The Court heard the arguments of the parties on January 15, 2020, and took the 

Relief from Stay Motions under advisement. 

Conclusions of Law 

This Court has jurisdiction over these matters pursuant to 28 U.S.C. § 1334 and the Order 

of Reference entered by the U.S. District Court for this District on August 15, 1984. These are 

core proceedings under 28 U.S.C. § 157(b)(2)(A) (matters concerning the administration of the 

estate) and (G) (motions to terminate, annul or modify the automatic stay). 

I. The Motions for Substantive Consolidation. 

A. The Chapter 7 Debtors’ Standing. 

Ordinarily, the Debtors would not have standing in a Chapter 7 case to pursue a motion 

for substantive consolidation, because the Debtors have no pecuniary interest in the outcome,

although there is an argument to be made that, because a corporation cannot receive a discharge 

in Chapter 7, it does have a pecuniary interest in whether its assets are consolidated with that of 

another debtor. Willemain v. Kivitz, 764 F.2d 1019, 1022 (4th Cir. 1985) (insolvent Chapter 7 

debtor lacks standing to oppose sale of assets); see also McGuirl v. White, 86 F.3d 1232, 1235 

(D.C. Cir. 1996) (debtor has standing to object to administrative expenses where he or she has 

been denied a discharge).

It is clear, however, that the Chapter 7 Trustee has standing to pursue a substantive 

consolidation motion. In re NM Holdings, LLC, 407 B.R. 232, 281 (Bankr. E.D. Mich. 2009).

Similarly, Campbell Flannery, as the largest unsecured creditor in both bankruptcy estates, has 

standing. In re Gordon Properties, LLC, 478 B.R. 750, 756 (E.D. Va. 2012) (citing “numerous 

well-reasoned cases finding that creditors have standing to pursue substantive consolidation”).

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The Court finds, given the TMC Chapter 7 Trustee’s and Campbell Flannery’s support 

for the Motions, the standing requirement has been satisfied. 

B. Substantive Consolidation. 

The doctrine of substantive consolidation “treats separate legal entities as if they were 

merged into a single survivor left with all the cumulative assets and liabilities (save for interentity liabilities, which are erased).” In re Owens Corning, 419 F.3d 195, 205 (3d Cir. 2005)

(quoting Genesis Health Ventures, Inc. v. Stapleton (In re Genesis Health Ventures, Inc.), 402 

F.3d 416, 423 (3d Cir. 2005)). The Fourth Circuit has not addressed substantive consolidation in 

a reported opinion since the case of Stone v. Eacho (In re Tip Top Tailors, Inc.), 127 F.2d 284 

(4th Cir. 1942). In Stone, the Fourth Circuit reversed a decision in which the District Court 

subordinated a claim of a parent corporation (a Delaware corporation) to the claims of creditors 

in the bankruptcy case of its subsidiary (a Virginia corporation) and in which the District Court 

denied a motion to consolidate the two cases. The Fourth Circuit held: 

It is well settled that courts will not be blinded by corporate forms nor permit them to be 

used to defeat public convenience, justify wrong or perpetrate fraud, but will look 

through the forms and behind the corporate entities involved to deal with the situation as 

justice may require.

Id. at 288.

Further, the Fourth Circuit held that “where the court decides that the corporate entity of 

the subsidiary should be completely ignored and its assets and liabilities treated as those of the 

parent corporation, it is both logical and convenient that this be done in one proceeding.” Id. at 

289.

The District Court for this District relied on the Stone opinion in Gordon Properties. In re 

Gordon Properties, LLC, 478 B.R. at 757-59. There, Judge Brinkema reversed a decision of this 

Court that denied a substantive consolidation motion. She noted: “Although Stone did not set 

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forth a specific test for substantive consolidation, its general approach of focusing on equity to 

creditors and refusing to ‘be blinded by corporate forms,’ has been widely noted and followed.”

Id. at 757 (citations omitted). 

Two other Circuit Court cases bear mentioning here. In Union Sav. Bank v. Augie/Restivo 

Banking Co., Ltd. (In re Augie/Restivo Banking Co., Ltd.), 860 F.2d 515, 518 (2d Cir. 1988), the 

Second Circuit noted that “[t]he sole purpose of substantive consolidation is to ensure the 

equitable treatment of all creditors.” In analyzing a motion for substantive consolidation, the 

Second Circuit held that the courts should look to two “critical factors:” (1) “whether creditors 

dealt with the entities as a single economic unit” and “did not rely on their separate identity in 

extending credit;” or (2) “whether the affairs of the debtors are so entangled that consolidation 

will benefit all creditors.” Id.. The Court notes that the Second Circuit used the disjunctive “or” 

here. 

In Drabkin v. Midland–Ross Corp. (In re Auto–Train Corp.), 810 F.2d 270, 276 (D.C.

Cir. 1987), the D.C. Circuit held that consolidation may be ordered “to avoid the expense or 

difficulty of sorting out the debtor’s records to determine the separate assets and liabilities of 

each affiliated entity,” but only after “a searching inquiry to ensure that consolidation yields 

benefits offsetting the harm it inflicts on objecting parties.” Id.

Both the Third Circuit’s opinion in Owens Corning and the first part of the Second 

Circuit’s (disjunctive) test in Augie/Restivo focus on whether the creditors relied on the 

separateness of the two entities in making their credit decisions. Owens Corning, 419 F.3d at 211

(“what must be proven (absent consent) concerning the entities for whom substantive 

consolidation is sought is that (i) prepetition they disregarded separateness so significantly their 

creditors relied on the breakdown of entity borders and treated them as one legal entity, or (ii) 

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postpetition their assets and liabilities are so scrambled that separating them is prohibitive and 

hurts all creditors”); Augie/Restivo, 860 F.2d at 518 (whether “creditors dealt with the entities as 

a single economic unit” and “did not rely on their separate identity in extending credit”)

(emphasis added). Mr. Handberg argues that he dealt solely with TMC and that, therefore, he had 

no expectation that its assets could be combined with those of NVAC. This, however, ignores the 

fundamental nature of Mr. Handberg’s claim, which arose from the tort of conversion, and not 

from a voluntary extension of credit. Mr. Handberg never made any credit decisions concerning 

TMC; he didn’t loan TMC any money. He was the victim of TMC’s conversion of his $35.00. 

Accordingly, while there is much to recommend Owens Corning’s and Augie/Restivo’s reliance

approach in the commercial context, this is not a case involving corporate lending where credit 

decisions were made in advance in reliance on the separateness of the entities. 

In considering the desires of the creditors, the Court takes into account the fact that 

Campbell Flannery has an undisputed, unsecured claim in both cases for $80,000.00. Mr. 

Handberg’s claim is undisputed in the TMC case but is disputed and contingent on the outcome 

of his Fraudulent Transfer/Alter Ego Action in the NVAC case. His claim for $35.00 in the TMC 

case is on par with the Campbell Flannery claim; his punitive damages claim for $45,000.00,

however, will be subordinated to all of the other allowed, unsecured claims. 11 U.S.C. § 

726(a)(4) (2018). The Court concludes, therefore, that the Motions are supported by the 

overwhelming majority of the debt in both cases. 

Most importantly, the Court can discern absolutely no prejudice to Mr. Handberg in 

consolidating the two estates. In fact, Mr. Handberg will achieve his stated goal in the Fraudulent 

Transfer/Alter Ego Action by a substantive consolidation. His Amended Complaint in that action 

avers that “NVACS is a mere continuation of TMC and was created solely to avoid the lawful 

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judgment of Plaintiff.” Case No. CL-2018-14335, Amended Complaint, ¶ 42. Count III of the

Amended Complaint seeks a declaration that NVAC is a mere continuation of TMC. A

substantive consolidation provides Mr. Handberg with precisely what he seeks in that action. 

Mr. Handberg’s claim of “prejudice” just doesn’t ring true. His real concern is that he

wants to paint Dr. Goldberg as a bad actor in the upcoming re-trial of the Defamation Action. He

is free to argue whatever he wants in his defense in that action, subject only to the control of the

State court trial judge. The substantive consolidation of the two cases in this Court does nothing 

to prejudice Mr. Handberg’s defense of the Defamation Action in State Court. 

The Court finds that under the Fourth Circuit’s decision in Stone, a substantive 

consolidation is in order here. First, the TMC Trustee owns the fraudulent transfer and alter ego 

claims against NVAC, and she has the sole standing to bring those claims at this stage of the

case. Nat’l Am. Ins. Co. v. Ruppert Landscaping Co., Inc. (In re Ruppert Landscaping, Inc.), 187

F.3d 439, 441 (4th Cir. 1999) (“The Sureties’ causes of action are thus so similar in object and

purpose to claims that the trustee could bring in bankruptcy court that the Sureties lack standing 

to pursue these claims in district court. Until the trustee has abandoned his potential fraudulent 

conveyance action, the Sureties cannot proceed with their claims in district court.”)

Second, the Motions are supported by the Trustee in the TMC case, and by the largest 

unsecured creditor in both cases. The Trustee in the NVAC case appears indifferent to the 

outcome. Third, as noted above, substantive consolidation provides Mr. Handberg, the only

objecting party, with exactly what he seeks in the Fraudulent Transfer/Alter Ego Action, with 

absolutely no corresponding prejudice.

)RXUWK and finally, a substantive consolidation will avoid the expense and litigation risks

(that is, the uncertainty of a result) of the TMC Trustee bringing a fraudulent transfer/alter ego

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action against the NVAC bankruptcy estate. In the Court’s view, the equities of these cases 

require a substantive consolidation. 

The Court, therefore, will grant the two Motions for Substantive Consolidation. 

II. The Motions for Relief from the Automatic Stay. 

Relief from the automatic stay may be granted under Section 362(d)(1) of the Code “for 

cause, including the lack of adequate protection of an interest in property[.]” 11 U.S.C. § 

362(d)(1). The term “cause” is not defined other than the lack of adequate protection, but the 

term “including” is not limiting. 11 U.S.C. § 102(3). 

The Fourth Circuit set out the framework for determining whether the stay should be 

lifted or modified to permit litigation to proceed in a non-bankruptcy forum in Robbins v. 

Robbins (In re Robbins), 964 F.2d 342 (4th Cir. 1992). In Robbins, the Fourth Circuit identified 

the following factors for the Court’s consideration: (a) whether the claims involve only State 

law; (b) judicial economy and the efficient administration of the bankruptcy estate; and (c) 

protection of the bankruptcy estate. Id. at 345.

Although the fraudulent transfer and alter ego claims arise under State law, as noted 

above, they are property of the bankruptcy estate. 11 U.S.C. § 541(a) (property of the estate 

includes all legal and equitable interests in property). Until the Trustee abandons or administers 

the claims, she has “first crack” at the claims, over individual creditors. Ruppert Landscaping.

187 F.3d at 441. There is no way to protect the bankruptcy estate’s interest in administering these 

claims while simultaneously allowing an individual to pursue them in State court. 

The Court, therefore, will deny the Motions for Relief from the Automatic Stay. 

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Conclusion

It is therefore ORDERED:

1. The Motions for Substantive Consolidation are granted. The cases shall be 

administered under the lead case of In re The Morgan Center, Inc., Case No. 19-13278-BFK.

2. The Motions for Relief from the Automatic Stay are denied. 

3. The Clerk will mail copies of this Order, or will provide cm-ecf notice of its 

entry, to the parties below. 

Date: _____________________ ___________________________________

Brian F. Kenney

Alexandria, Virginia United States Bankruptcy Judge

Copies to:

The Morgan Center, Inc.

100 West Main St.

Berryville, VA 22611

Chapter 7 Debtor

Northern Virginia Advocacy Counseling, 

Inc.

6 Pidgeon Hill Dr.

Suite 300

Sterling, VA 20165

Chapter 7 Debtor

Felicia Goldberg

100 W. Main St.

Berryville, VA

Designee for Chapter 7 Debtors

Ann E. Schmitt

Culbert & Schmitt, PLLC

40834 Graydon Manor Lane

Leesburg, VA 20175

Counsel for Chapter 7 Debtors

Janet M. Meiburger

The Meiburger Law Firm, P.C.

1493 Chain Bridge Road, Suite 201

McLean, VA 22101-5726

Chapter 7 Trustee

Donald F. King

1775 Wiehle Avenue, Suite 400

Reston, VA 20190

Chapter 7 Trustee

James P. Campbell, Esq. (VSB #25097)

CAMPBELL FLANNERY, P.C.

1602 Village Market Blvd. #220

Leesburg, VA 20175

Counsel for Creditor Campbell Flannery, 

P.C.

Kevin M. O’Donnell

Henry & O’Donnell, P.C.

300 N. Washington Street

Suite 204

Alexandria, Virginia 22314

Counsel for Creditor Michael Handberg

Jan 21 2020 /s/ Brian F. Kenney

Entered on Docket: January 22, 2020

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