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IN THE UNITED STATES DISTRICT COURT 

FOR THE SOUTHERN DISTRICT OF OHIO 

EASTERN DIVISION 

MSCI 2007-IQ16 GRANVILLE RETAIL, LLC, 

 

 Plaintiff, 

 

 vs. Case No. 2:11-cv-487 

 Magistrate Judge King 

UHA CORPORATION, LLC, et al., 

 

 Defendants. 

 

OPINION AND ORDER 

This matter is before the Court on the Joint Notice of Submission 

of Proposed Entry of Confirmation of Special Master Sale and 

Distribution, ECF No. 159 (“Request to Confirm Sale”) and Objections 

of Defendant, UHA Corporation, LLC to Confirmation of Sale of Real 

Estate, ECF No. 164 (“Objections”). For the reasons that follow, the 

Request to Confirm Sale is GRANTED and the Objections are DENIED. 

I. 

Defendant UHA Corporation, LLC (“defendant” or “UHA”) obtained a 

loan in the principal amount of $9,600,000.00, secured by three 

mortgages encumbering certain real and personal properties located in 

Delaware, Fairfield, and Franklin Counties (“the Properties”). 

Opinion and Order, ECF No. 89, pp. 3-4. The note and mortgages were 

assigned and transferred by allonges to various entities and, 

ultimately, to plaintiff MSCI 2007-IQ16 Granville Retail, LLC 

(“plaintiff” or “MSCI”). Id. at 4-5. On September 29, 2014, this 

Court appointed a receiver to oversee operations of the Properties 

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(“Receiver”). Opinion and Order, ECF No. 72; Order Granting Plaintiff 

MSCI 2007-IQ16 Granville Retail, LLC’s Motion for Appointment of 

Receiver, ECF No. 73 (“Order Appointing a Receiver”).1

 The Order 

Appointing a Receiver authorized the Receiver to negotiate with any 

persons regarding the use, lease and/or sale of the Properties, or any 

portion thereof, and to enter into a lease, purchase agreement, or 

sale upon plaintiff’s written consent. Order Appointing a Receiver, 

p. 6. That order further provides that any proposed sale must be 

approved in advance by the Court. Id. 

On December 15, 2014, defendant advised the Court that Dublin 

Bridge Street Firehouse Investments, LLC, had tendered to the Receiver 

a written cash offer to purchase the Properties for $7,600,000.00 

(“the cash offer”). Notice, ECF No. 83. The Receiver rejected this 

cash offer. Notice, ECF No. 86. Plaintiff explained, inter alia, 

that it was owed in excess of $13 million, and that neither plaintiff 

nor the Receiver supported the cash offer. Status Report, ECF No. 87, 

p. 2. Defendant, however, complained that the Receiver “reject[ed] 

the offer without explanation, justification, or counter[,]” that 

defendant expected the cash offer “to be, at the least, a springboard 

for further discussions with the potential buyer[,]” and that the cash 

offer “appears to have been well within the realm of 

reasonableness[.]” Status Report, ECF No. 88. 

 On February 10, 2015, the Court granted summary judgment in favor 

of plaintiff, Opinion and Order, ECF No. 89, appointed a Special 

Master, Order, ECF No. 102, authorized the sale of the Properties, 

 

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 On April 6, 2016, plaintiff filed a motion to substitute Amy Blessard for 

Lori Griffith as the Receiver. ECF No. 167. 

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Amended Judgment Entry and Decree of Foreclosure, ECF No. 107, and 

directed the Special Master to immediately proceed with the sale of 

the Properties at public auction, subject to the relevant notice, 

advertising, and other requirements mandated by law. Order, ECF No. 

111. 

 Defendant filed a Notice of Appeal on May 14, 2015. Notice of 

Appeal, ECF No. 112. That appeal remains pending. See MSCI 2007-IQ16 

Granville Retail, LLC v. UHA Corporation, LLC, No. 15-3524 (6th Cir.). 

This Court afforded the parties an opportunity to address the effect, 

if any, of the appeal on these proceedings. Order, ECF No. 118. 

Defendant neither addressed that issue nor requested a stay. The 

Court concluded that proceedings on the judgment were not stayed by 

reason of that appeal. Order, ECF No. 123. 

 The Special Master secured appraisals and reviews of the 

Properties. See, e.g., Certificate, ECF No. 138. The Court approved 

those appraisals and reviews and directed the Clerk to schedule a 

public sale in accordance with General Order No. 07-03, § 3.5. Order, 

ECF No. 141. On January 8, 2016, plaintiff filed a notice that the 

“real property which is the subject of this action . . . will be sold 

by Special Master Michael P. O’Grady by public auction on February 11, 

2016 beginning at 2:00 p.m.” Notice of Special Master Sale, ECF No. 

142, p. 1 (emphasis in the original). The notice further advised that 

the “real property has been appraised by the Special Master’s 

appraisers at $6,700,000.00 and must be sold for no less than 

$4,466,667.00.” Id. at 1-2. The Certificate of Service attached to 

that notice indicates that a copy of the notice was provided to 

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counsel for all parties, including defendant’s then-counsel, by either 

mail or through the Court’s electronic filing system. Id. at 3. On 

February 8, 2016, proof of publication of the special master sale in 

Franklin, Fairfield, and Delaware Counties was filed by plaintiff. 

Notice of Filing Proofs of Publication of Special Master Sale, ECF No. 

152. 

 The sale of the Properties proceeded on February 11, 2016; 

plaintiff was the successful purchaser with a bid of $4,466.667.00 

(“the sale”). Notice of Deposit of Foreclosure Sale/Notice of Sale 

Results, ECF No. 154. 

On February 12, 2016, plaintiff advised the Court that it had 

assigned its bid of the sale of the Properties. Notice of Assignment 

of Bid, ECF No. 156. Thereafter, plaintiff and the Special Master 

jointly requested confirmation of the sale to plaintiff for a purchase 

price of $4,466.667.00. Request to Confirm Sale, PAGEID#:2675. 

Defendant objects to the confirmation of the sale, arguing that the 

sale did not comply with applicable law and that equity requires that 

the Court order a new sale. See Objections. Plaintiff opposes the 

Objections. ECF No. 165 (“Plaintiff’s Opposition”). With the filing 

of defendant’s reply memorandum in support of its Objections, ECF No. 

166 (“Defendant’s Reply”), this matter is now ripe for resolution. 

II. 

 Defendant first argues that the sale failed to comply with 

applicable law because defendant did not receive adequate advance 

notice of the sale. Objections, pp. 1-4. A standing order of this 

Court, General Order No. 07-03, governs foreclosure actions in this 

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district and provides, inter alia, that “procedures for sale on 

foreclosure shall be in accordance with the practice and procedure in 

the State of Ohio as provided in Ohio Rev. Code Ch. 2329.” Id. at § 

3.0. General Order No. 07-03 further provides that “[t]he plaintiff 

is required to file a Certificate of Service with the Clerk indicating 

that the Notice of Sale was mailed to all parties at their last known 

address or served electronically through the Courts’ [sic] electronic 

filing system.” Id. at § 3.5. Ohio law requires, inter alia, that 

the judgment creditor or the judgment creditor’s attorney 

(i) Cause[] a written notice of the date, time, and place 

of the sale to be served in accordance with divisions (A) 

and (B) of Civil Rule 5 upon the judgment debtor and upon 

each other party to the action in which the judgment giving 

rise to the execution was rendered; 

(ii) At least seven calendar days prior to the date of the 

sale, file [] with the clerk of the court that rendered the 

judgment giving rise to the execution a copy of the written 

notice described in division (A)(1)(a)(i) of this section 

with proof of service endorsed on the copy in the form 

described in division (D) of Civil Rule 5. 

O.R.C. § 2329.26(A)(1)(a). “A sale of lands and tenements taken in 

execution may be set aside in accordance with division (A) or (B) of 

section 2329.27 of the Revised Code.” O.R.C. § 2329.26(B). Section 

2329.27(B)(3) “addresses the effect of a confirmation of sale and 

provides, in pertinent part, that a confirmation is deemed to 

constitute a judicial finding[.]” Fifth Third Mortg., Co. v. Rankin, 

4th Dist. No. 11CA8, 2012-Ohio-2806, at ¶ 11 (Ohio Ct. App. May 30, 

2012). Specifically, an order confirming a sale under this statute 

must find, inter alia, “[t]hat all parties entitled to notice under 

division (A)(1)(a) of section 2329.26 of the Revised Code received 

adequate notice of the date, time, and place of the sale of the lands 

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and tenements[.]” O.R.C. § 2329.27(B)(3)(a)(2). 

 In the case presently before the Court, defendant contends that 

plaintiff did not comply with its statutory obligations because “[t]he 

first notice with a certificate of service given to UHA in any fashion 

occurred on February 8, 2016 [ECF No. 152] . . . which [was] filed by 

Plaintiff’s counsel merely three days prior to the sale in question

[on February 11, 2016].” Objections, p. 3 (emphasis in original). 

Defendant therefore argues that plaintiff’s filing was less than the 

seven calendar days prior to the sale required by O.R.C. § 

2329.26(A)(1)(a)(ii). Defendant’s argument in this regard is 

manifestly incorrect. 

 As plaintiff points out, defendant received notice of the sale on 

January 8, 2016, more than thirty days prior to the sale. See Notice 

of Special Master Sale, ECF No. 142, p. 1 (advising, inter alia, that 

the “real property which is the subject of this action . . . will be 

sold by Special Master Michael P. O’Grady by public auction on 

February 11, 2016 beginning at 2:00 p.m.”) (emphasis in original). 

This notice was accompanied by a certificate of service certifying 

that notification had been sent to defendant’s former counsel, Robert 

J. Morje. ECF No. 142, p. 3. The notice of electronic filing 

generated by CM/ECF reflects that Attorney Morje was served by email 

at the address rmorje.attorney@gmail.com. See, e.g., Exhibit 1 (copy 

of CM/ECF notice), attached to Defendant’s Opposition. This 

electronic service on Attorney Morje constitutes service on defendant. 

See Fed. R. Civ. P. 5(b)(1), (2)(E); S.D. Ohio Civ. R. 5.2(b). As 

plaintiff notes, defendant concedes as much because defendant admits 

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that the Notice of Filing Proofs of Publication of Special Master 

Sale, ECF No. 152, filed on February 8, 2016, which included the same 

certificate of service as ECF No. 142, was effective service. See ECF 

No. 152, p. 3; Objections, p. 3 (admitting that defendant received 

notice on February 8, 2016, via Notice of Filing Proofs of Publication 

of Special Master Sale, ECF No. 152). Notably, the notice of 

electronic filing generated by CM/ECF reflects that Attorney Morje was 

served by email at the same address as the earlier-filed notice, 

rmorje.attorney@gmail.com. Based on this record, defendant’s 

assertion that plaintiff failed to comply with the notice requirement 

of Ohio law is not well-taken. 

III. 

 Defendant next contends that confirmation of the sale would be 

inequitable to plaintiff and to defendant. Objections, pp. 4-6 

(citing Wells Fargo Bank, N.A. v. Young, 2nd Dist. No. 2009 CA 12, 

2011-Ohio-122, ¶¶ 28-30 (Ohio Ct. App. Jan. 14, 2011)). A court must 

confirm a sale if it “finds that the sale was made, in all respects, 

in conformity with sections 2329.01 to 2329.61 of the Revised Code[.]” 

O.R.C. § 2329.31(A). See also Ohio Sav. Bank v. Ambrose, 56 Ohio 

St.3d 53, 55 (1990) (“If the court, after examining the proceedings 

taken by the officers, finds the sale was made in conformance with 

R.C. 2329.01 to 2329.61, inclusive, it shall confirm the sale.”) 

(citing O.R.C. § 2329.31). 

“While the statute speaks in mandatory terms, it has long been 

recognized that the trial court has discretion to grant or deny 

confirmation.” Id. In exercising its discretion, a court must be 

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mindful that “the primary purpose and goal of a foreclosure sale [is] 

to protect the interests of the mortgagor-debtor . . . and at the same 

time ensure that secured creditors will receive payment for unpaid 

debts.” Ohio Sav. Bank, 56 Ohio St.3d at 56 (internal citations 

omitted). A corollary to this principle “is the desire to obtain the 

maximum amount of money from the sale.” Id. In addition, “the 

general policy of the law is to give judicial sales a certain degree 

of finality.” Id. “Therefore, the confirmation of a judicial sale 

cannot be set aside except for ‘fraud, mistake or some other cause, 

for which equity would avoid a like mistake between private parties.’” 

Fed. Home Loan Mtge. Corp. v. Langdon, 4th Dist. No. 07AP12, 2008-

Ohio-776, ¶ 17 (Ohio Ct. App. Feb. 19, 2008) (quoting Dairymen’s 

Cooperative Sales Co., Inc. v. Frederick Dairy, Inc., 17 Ohio Law Abs. 

690, 692 (1934)). See also Aurora Bank F.S.B. v. Gordon, 8th Dist. 

No. 103138, 2016-Ohio-938, ¶¶ 11-12 (Ohio Ct. App. Mar. 10, 2016) 

(same); Mitchell v. Crain, 108 Ohio App. 143, 151 (Ohio Ct. App. 6th 

Dist. 1958) (“In the absence of fraud, irregularity or misconduct 

affecting the validity of a judicial sale, such sale will not be set 

aside and confirmation refused in order to allow the bid of the 

purchaser to be advanced by another bidder.”). 

 In the case presently before the Court, defendant argues that 

confirmation of the sale would be inequitable for a variety of 

reasons. First, defendant contends that “UHA on several occasions has 

found outside investors to make bids upon the property” and the 

“lowest bid submitted in that regard” was “summarily rejected, without 

any counteroffer or real discussion occurring.” Objections, p. 5 

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(emphasis in original) (citing Status Report, ECF No. 87, filed on 

December 22, 2014) (reflecting a purchase bid of $7,600,000.00)). 

Defendant complains that the confirmation of a sale for a price of 

slightly more than one-half of that cash offer would be inequitable. 

Id. This Court disagrees. 

 As an initial matter, defendant offers no evidence that it 

located outside investors on “several occasions” to bid on the 

Properties. The only evidence of an outside bid was the cash offer of 

$7,600,000.00 from Dublin Bridge Street Firehouse Investments, LLC, on 

December 15, 2014, which the Receiver rejected. Notice, ECF No. 83; 

Notice, ECF No. 86. The Order Appointing a Receiver authorized the 

Receiver to negotiate with any persons regarding the use, lease and/or 

sale of the Properties, or any portion thereof, and to enter into a 

lease, purchase agreement, or sale upon plaintiff’s written consent. 

Order Appointing a Receiver, p. 6. Stated differently, the Order 

Appointing a Receiver did not obligate the Receiver to accept the cash 

offer. 

Defendant contends that confirming the sale under these 

circumstances would be inequitable; however, “[m]ere inadequacy of 

price unaccompanied by any other reason or cause is not sufficient 

ground for setting aside a sale which has been regularly made in 

accordance with law.” Ozias v. Renner, 78 Ohio App. 168, 169 (Ohio 

Ct. App. 2nd Dist. 1945). Moreover, the Court’s General Order No. 07-

03, § 3.7 requires that “[t]he sale of the foreclosed property shall 

require a minimum bid of two-thirds of the appraised value in 

accordance with Ohio Rev. Code § 2329.20.” Here, the Properties were 

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appraised – after the cash offer - at $6,700,000.00. See Notice of 

Special Master Sale, ECF No. 142; Motion to Approve Appraisals and 

Reviews, ECF No. 137; Motion to Approve Appraisals and Reviews, ECF 

No. 139; Order, ECF No. 141. In noticing the sale, plaintiff advised 

that the Properties “must be sold for no less than $4,466,667.00[,]” 

ECF No. 142, which amounts to two-thirds of the appraised value. The 

successful purchase bid was $4,466.667.00. Notice of Deposit of 

Foreclosure Sale/Notice of Sale Results, ECF No. 154. In short, this 

bid complies with the minimum bid of two-thirds of the appraised value 

required by the Court’s General Order No. 07-03, § 3.7. 

Defendant nevertheless insists that confirming the sale at this 

bid amount rather than accepting the earlier cash offer is inequitable 

because doing so “has actually increased the amount of UHA’s 

deficiency to Plaintiff[.]” Objections, p. 5. Plaintiff responds 

that defendant’s loan obligation is non-recourse and that its 

“judgment against UHA is in the form of an in rem judgment against 

those properties.” Plaintiff’s Opposition, p. 4. Because plaintiff 

does not seek a monetary judgment against defendant UHA, “as a result 

of which Plaintiff will not have a monetary deficiency judgment 

against UHA,” plaintiff reasons that the Receiver’s rejection of the 

cash offer will not work to defendant’s prejudice. Id. 

In reply, defendant clarifies that plaintiff has obtained “a 

judgment which is in essence a deficiency judgment” in a state court 

action against – not UHA – but against one Uziel Haimoff, guarantor of 

the notes at issue in this case. Defendant’s Reply, p. 1 (citing 

MSCI 2007-IQ16 Granville Retail, LLC v. Haimoff, Franklin County Court 

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of Common Pleas No. 14 CV 005081, granting judgment in plaintiff’s 

favor against Uziel Haimoff as follows, inter alia: “For the 

principal sum of $9,494,447.92, together with accrued and unpaid 

interest in the amount of $4,983,522.20, late charges in the amount of 

$172,220.92, and various fees and other amounts paid, advanced or 

otherwise incurred under the Mortgages by Plaintiff . . . and not 

reimbursed by UHA”)(“the state court action”). According to 

defendant, “Mr. Haimoff is entitled to credit for any funds received 

as a result of the sale of the property.” Id. By rejecting the 

higher cash offer, plaintiff “has effectively artificially inflated 

the judgment against Mr. Haimoff . . . [which is] in excess of that 

which is just and proper.” Id. at 2. Defendant’s argument in this 

regard is not well-taken. 

It is defendant UHA Corporation, LLC, that defaulted on its 

obligations under the loan documents at issue in this case; Mr. 

Haimoff is not a party to this litigation. Defendant UHA urges this 

Court to refuse to confirm the sale because it would be inequitable to 

Mr. Haimoff. However, defendant cites to no authority that requires 

this Court to refuse to confirm a sale that otherwise complies with 

all governing requirements, based on a claimed inequity to a nonparty. See generally Defendant’s Reply. Based on this record, and in 

the absence of any contrary authority from defendant, the Court is not 

persuaded that its discretion is properly so exercised. See O.R.C. § 

2329.31(A); Ohio Sav. Bank, 56 Ohio St.3d at 55. Cf. Fed. Home Loan 

Mtge. Corp., 2008-Ohio-776, ¶ 17; Mitchell, 108 Ohio App. at 151. 

Defendant next argues that confirming the sale would be 

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inequitable because, had defendant received proper notice of the sale, 

it would have “at least had the opportunity to notify the various 

entities that have entered bids on propertyin [sic] the past and they 

could have attended the sale.” Objections, p. 5. However, as 

discussed supra, defendant did in fact receive proper notice of the 

sale. Its objections based on alleged improper notice are therefore 

without merit. Moreover, notice of the sale of the Properties was 

published on multiple occasions in Franklin, Fairfield, and Delaware 

Counties. See Notice of Filing Proofs of Publication of Special 

Master Sale, ECF No. 152. Notably, defendant offers no evidence that 

this notice by publication was insufficient to reach any entities 

interested in bidding on the Properties. 

Finally, defendant complains that plaintiff will realize a 

“windfall” by receiving “a very significant monthly income by virtue 

of the good will and tenants previously established by UHA[,]” 

although defendant concedes that this argument “is not normally 

considered in foreclosure proceedings[.]” Objections, p. 5. There 

are reasons why this argument is not normally considered in 

foreclosure proceedings. This Court calculated defendant’s 

indebtedness to plaintiff at more than $13,000,000.00 plus interest 

accruing after May 1, 2014 at the rate of 11.511% per annum 

(calculated on the basis of a 360-day year), as well as a make-whole 

premium and attorney’s fees in undetermined amounts. See Amended 

Judgment Entry and Decree of Foreclosure, ECF No. 107, p. 2. The 

appraised valued of the Properties, however, was $6,700,000.00. See

Notice of Special Master Sale, ECF No. 142; Motion to Approve 

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Appraisals and Reviews, ECF No. 137; Motion to Approve Appraisals and 

Reviews, ECF No. 139; Order, ECF No. 141. The amount owed to 

plaintiff therefore far exceeds the appraised value of the Properties. 

Moreover, and as even defendant concedes, Objections, p. 5, it is the 

Receiver who has collected the income from the Properties, and it is 

the Receiver who has done so in order to manage and maintain the 

Properties and to prevent diminution of the value of the Properties. 

See generally Order Appointing a Receiver. Rather than resulting in a 

“windfall” to plaintiff, this procedure “reduces the sums that 

Plaintiff must advance. . ., thereby potentially preventing plaintiff 

from suffering even greater harm than it already has.” Plaintiff’s 

Opposition, p. 5. Although the Receiver must forward to plaintiff any 

net proceeds from the collected rents (the amount less monthly 

expenses), see generally Order Appointing a Receiver, the Court is not 

persuaded that this fact will result in an inequitable windfall to 

plaintiff, particularly in light of the degree to which the amount 

owed exceeds the appraised value of the Properties. For all these 

reasons, then, the Court is not persuaded that confirmation of the 

sale is inequitable. 

WHEREUPON, the Joint Notice of Submission of Proposed Entry of 

Confirmation of Special Master Sale and Distribution, ECF No. 159, is 

GRANTED and the Objections of Defendant, UHA Corporation, LLC to 

Confirmation of Sale of Real Estate, ECF No. 164, are DENIED. 

Plaintiff’s Motion to Strike Defendant’s Motion for Leave to Submit 

Objections to Confirmation of Sale, ECF No. 160, is DENIED as moot. 

The Court will forthwith direct the entry of the confirmation of 

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sale by separate order. 

 

May 2, 2016 s/Norah McCann King 

 Norah McCann King 

 United States Magistrate Judge 

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