1

UNITED STATE DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

PALM BEACH DIVISION

IN RE: CASE NO.: 19-18585-MAM

Chapter 11

MERIDIAN MARINA & YACHT CLUB

OF PALM CITY, LLC 

Debtor.

___________________________________/

SECURED CREDITOR MARTIN COUNTY MARINE HOLDINGS, LLC’S 

OBJECTION TO THE DEBTOR’S MOTION FOR AUTHORIZATION TO SELL

Secured Creditor Martin County Marine Holdings, LLC (Marine Holdings) objects to the 

Motion for Authorization to Sell Assets Free and Clear of Liens, Claims, Encumbrances and 

Interests filed by Debtor Meridian Marina & Yacht Club of Palm City, LLC [DE 138] (Motion to 

Sell) as follows:

INTRODUCTION

1. The Motion to Sell seeks the sale of all the Debtor’s property, including a marina 

with related operations and contiguous vacant land. The proceeds of the sale, if consummated in 

its present form, will pay all claims and interest, including equity. Marine Holdings supports such

sale. Marine Holdings objects, however, to the continued lack of obligation or risk of the present 

purchaser and the repeated modifications to the purchase and sale agreement and plan without 

notice and Court approval.

THE DEBTOR AND MARINE HOLDINGS

2. The Debtor is the owner and operator of a marina and yacht club located in Palm 

City, Florida, providing boat storage, sales, dockage, servicing and repairs. The facility houses 

approximately 280 dry storage marina and wet slips located on approximately 6.5 acres (Marina), 

plus 4.5 acres of unimproved land adjacent to the Marina (Land).

Case 19-18585-MAM Doc 164 Filed 08/21/20 Page 1 of 6
2

3. Although denied by the Debtor in its Petition [DE 1, ¶9], the Debtor was the subject 

of a prior voluntary Chapter 11 proceeding styled In re Martin County Marine Corp., Case No. 

12-11819 that pended in this jurisdiction and was filed on January 24, 2012. 

4. At that time, Marine Holdings held a promissory note in the approximate total 

amount of $2,600,000 secured by a first lien on the debtor’s property. Pursuant to the confirmed 

plan, Marine Holdings was to be paid monthly interest for 36 months, with the principal due in 

full at the end of that period. 

5. As a result of a default under that plan, on December 18, 2018, Marine Holdings 

obtained a final judgment against this Debtor in the amount of $4,417,341.17 plus interest. Marine 

Holdings has not been paid any funds since May 19, 2017.

6. This Case was filed to preclude the foreclosure sale of the Debtor’s property to 

satisfy the final judgment in favor of Marine Holdings. It was initiated over a year ago by the filing 

of a voluntary petition under Chapter 11 on June 27, 2019. 

7. Over the years, the Debtor has entered into multiple contracts for the sale of the 

Marina, each at a time when Marine Holdings’ was close to realizing upon its collateral or when 

the prior contract had been abandoned or repudiated, at times not by the purchaser but by the 

Debtor. In each instance, Marine Holdings has forborne from pursuing its legal remedies in 

reliance upon the representations of the Debtor. The present purchaser is the third proposed in this 

case.

THE BANKRUPTCY CASE

8. On June 5, 2020, this Court entered an Order approving the Debtor’s Third 

Amended Disclosure Statement [DE 115] and setting the Amended Plan [DE 111] for confirmation 

on September 22, 2020.

Case 19-18585-MAM Doc 164 Filed 08/21/20 Page 2 of 6
3

9. The Amended Plan proposes pursuant to a Purchase and Sale Agreement (Marina 

P&S) to sell the Marina to Marina Development Partners, LLC. (Marina Development). The 

purchase price is $6.5 million. Marina Development deposited $30,000 in trust. A $100,000 

additional deposit is due August 25, 2020, which coincides with the end of the due diligence period

of August 15, 2020. The closing on the sale of the Marina is scheduled for October 17, 2020. 

10. Subsequent to the Court’s approval of the Third Amended Disclosure Statement, 

after the initial denial by Debtor’s counsel of an assignment and after requests for information 

from the Debtor’s counsel by the undersigned, the Debtor filed on July 7, 2020 a Notice of 

Assignment of Purchase and Sale Agreement to Integra Real Estate, LLC (Integra) dated July 1, 

2020.

11. Thereafter on July 20, 2020, and again after requests by undersigned counsel for 

information from the Debtor’s counsel about a possible contract for sale of the Land, the Debtor 

filed the Motion to Sell, that disclosed for the first time a contract for the sale of the Land and an 

assignment of that contract to Integra. The Purchase and Sale Agreement for the Land (Land P&S) 

had been executed on May 17, 2020, weeks prior to the Court’s approval of the Third Amended 

Disclosure Statement. 

12. On July 27, 2020, presumably at least in part in response to concerns raised by the 

undersigned (but not in consultation with the undersigned), the Debtor filed its Second Amended 

Plan of Reorganization [DE 140] (Second Amended Plan). The Second Amended Plan provides 

for the sale of the Marina and Land to Integra under the terms of the original purchase and sale 

agreements. The Second Amended Plan also provides for a public auction of the Marina and Land 

if the sale to Integra does not occur (October 17, 2020), designates the auction firm, provides for 

a minimum of a 120-day marketing period, and an auction sale no earlier than February 17, 2021. 

Case 19-18585-MAM Doc 164 Filed 08/21/20 Page 3 of 6
4

No auction procedures are provided for and no outside date for an auction is contemplated such 

that in effect the Second Amended Plan provides unlimited exclusivity in favor of the Debtor.

13. Presently pending before the Court and scheduled for hearing the same day as the 

Motion to Sell is Marine Holding’s Motion to Confirm Exclusivity has Expired or to Terminate 

Exclusivity, or in the Alternative, Motion to Appoint a Chapter 11 Trustee or Convert to a Case 

Under Chapter 7 [DE 128] (Motion Regarding Exclusivity). The Motion Regarding Exclusivity 

was originally set for August 11, 2020 but as represented on July 28, 2020 at the last hearing on 

the Debtor’s continued use of Marine Holdings’ cash collateral, the Motion Regarding Exclusivity

was continued to the same date as the hearing on the Motion to Sell to allow the due diligence 

period of August 15, 2020 (Due Diligence Period) to lapse under the Marina P&S and for Integra 

to deposit the $100,000 due August 25, 2020.

14. Unfortunately, but not surprisingly, pursuant to a Notice of Filing [DE 160], the 

Debtor and Integra have entered into First Amendments to Purchase and Sale Agreements for both 

the Marina and the Land (Amendments to P&S). The Amendments to P&S provide for an 

extension of the Due Diligence period to September 13, 2020 and for an “additional” deposit of 

$50,000 (along with the $30,000 in deposits made by the original purchaser, Marina Development) 

that Integra’s counsel has represented is presently in trust.1 The effect of the Amendments to P&S 

is that Integra presently has no money at risk on a $9 million dollar transaction and now has the 

benefit of the $30,000 in deposits made by the Marina Developments. Furthermore, the managing 

member of Marina Developments is now a principal at Integra, such that Integra has had the benefit 

of due diligence since at least the execution of the Marina P&S on May 17, 2020. Even if all 

deposit monies contemplated under the Marina P&S and the Amendments to P&S were non1 Undersigned has requested, but not received, an escrow agreement required by the Marina P&S.

Case 19-18585-MAM Doc 164 Filed 08/21/20 Page 4 of 6
5

refundable, such amount ($180,000 if the $50,000 is truly an additional deposit) equals two percent 

of the total amounts. The standard deposit on a such a transaction would be at least ten percent.

The lack of standard non-refundable deposit is especially disconcerting as Integra has failed to 

provide proof of ability to close – the only information provided to the undersigned were 

promotional materials that described projects participated in by Integra.

15. The Debtor did not amend the Third Amended Disclosure Statement to provide for 

the terms of the Second Amended Plan and the events occurring thereafter, including the 

assignment of the Marina P&S, the Land P&S, the assignment of the Land P&S, the Motion to

Sell, the Second Amended Plan, and the Amendments to P&S. 

16. The Third Amended Disclosure Statement, the Second Amended Plan and Ballots 

were mailed to creditors and parties in interest on August 3, 2020. Certificate of Service [DE 155].

Wherefore, Marine Holdings objects to the Motion to Sell.

Dated: August 21, 2020

I am admitted to the Bar of the United States District Court for the Southern District of Florida 

and I am in compliance with the additional qualifications to practice in this Court set forth in Local 

Rules 2090-1(A) and 9011-4(A)(1). 

SPECTOR RUBIN, P.A.

By: /s/ Amber Donner

Amber Donner

Florida Bar No. 600032

Continental Plaza

3250 Mary Street, Suite 405

Miami, Florida 33133

Tel: (305) 537-2009

Cell Phone: (303) 359-1314

Fax: (305) 537-2001

Attorney for Martin County Marine Holdings, 

LLC

Case 19-18585-MAM Doc 164 Filed 08/21/20 Page 5 of 6
6

CERTIFICATE OF SERVICE

I hereby certify that on August 21, 2020 I electronically filed the foregoing with the Clerk 

of the Court using CM/ECF. I also certify that the foregoing document is being served this day on 

all counsel of record identified on the Service List via transmission of Notices of Electronic Filing 

generated by CM/ECF.

By: /s/ Amber Donner

Amber Donner

Florida Bar No. 600032

Notice will be electronically mailed to:

Alan B Rose, arose@mrachek-law.com

John P Carrigan, jpc@reblawpa.com

Linda W Jackson, LJackson@PardoJackson.com, catheryne@pardojackson.com; 

mfuentes@pardojackson.com

Dana L Kaplan, dana@kelleylawoffice.com, tina@kelleylawoffice.com; 

craig@kelleylawoffice.com; cassandra@kelleylawoffice.com; 

kaplandr75945@notify.bestcase.com; Debbie@kelleylawoffice.com 

Craig I Kelley, craig@kelleylawoffice.com, dana@kelleylawoffice.com , 

kelleycr75945@notify.bestcase.com; tina@kelleylawoffice.com ; craig@kelleylawoffice.com; 

cassandra@kelleylawoffice.com; kaplandr75945@notify.bestcase.com; 

Office of the US Trustee USTPRegion21, Heidi.A.Feinman@usdoj.gov; 

USTPRegion21.MM.ECF@usdoj.gov

Case 19-18585-MAM Doc 164 Filed 08/21/20 Page 6 of 6