{1353751:}

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

WEST PALM BEACH DIVISION

www.flsb.uscourts.gov

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

Chapter 11

MERIDIAN MARINA & YACHT CLUB 

OF PALM CITY, LLC

Debtor. 

______________________________/

DEBTOR MERIDIAN MARINA & YACHT CLUB OF PALM CITY, LLC’S MOTION

FOR AUTHORIZATION TO SELL ASSETS FREE AND CLEAR OF LIENS, CLAIMS, 

ENCUMBRANCES AND INTERESTS 

COMES NOW the Debtor in Possession, MERIDIAN MARINA & YACHT CLUB 

OF PALM CITY, LLC, (hereinafter referred to as “Debtor”), by and through the 

undersigned counsel, hereby files this Motion for Authorization to Sell Assets Free and 

Clear of All Liens, Claims, Encumbrances and Interests, and in and in support would 

state as follows:

1. On June 27, 2019, the Debtor initiated its case by filing Voluntary Petitions 

under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in this 

Court. 

2. Since that time, the Debtor has continued in possession of its assets and 

has operated as a debtor in possession pursuant to 11 U.S.C. Section 1107. As of the 

date hereof, no creditors’ committee has been appointed in this case. In addition, no 

trustee or examiner has been appointed.

3. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. § 1334.

This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue of this proceeding and 

this motion is proper in this district pursuant to 28 U.S.C. § 1409. The statutory bases 

Case 19-18585-MAM Doc 138 Filed 07/24/20 Page 1 of 9
for the relief sought herein are Sections 363 and/or 105 of Title 11 of the United States 

Code (the “Bankruptcy Code”).

BACKGROUND FACTS

4. The Debtor is the owner and operator of a marina and yacht club located 

in Palm City, Florida, providing boat storage, boat sales, dockage, servicing and repairs. 

The facility is located at 1400 SW Chapman Way, consisting of approximately 280 dry 

storage marina and wet slips located on approximately 6.5 acres. In addition, the 

Debtor owns roughly 4.5 acres of unimproved land located at 1120 SW Chapman Way,

immediately adjacent to the marina.

5. The Debtor has obtained a buyer, namely, Marina Development Partners, 

LLC, as assigned to Integra Real Estate, LLC (hereinafter referred to as “Buyer”), to 

purchase the real property located at 1400 SW Chapman Way, 1120 SW Chapman 

Way, as well as certain assets, as more fully described below. The Agreement for 

Purchase and Sale for 1400 SW Chapman Way, 1120 SW Chapman Way and 

Assignment and Assumption of Purchase and Sale Agreement by Integra Real Estate, 

LLC are attached hereto as Composite Exhibit “A”.

6. The Disclosure Statement filed in this case and approved by this Court 

contemplates the sale of 1400 SW Chapman Way to Marina Development Partners, 

LLC but did not include the Purchase and Sale Agreement for the 1120 SW Chapman 

Way and did not contemplate the Assignment to Integra Real Estate, LLC. This Motion 

is filed to ensure all parties are on notice of the Assignment as well as on notice that 

1120 SW Chapman Way will also be sold.

7. The sale is to include the following assets:

Case 19-18585-MAM Doc 138 Filed 07/24/20 Page 2 of 9
a. The real property located at 1400 SW Chapman Way, together with the 

buildings and improvements thereon and all right, title and interest of 

Seller in and to appurtenances of the Land, including riparian rights, 

easements and rights-of-way relating thereto, and, without warranty, all 

right, title and interest of Seller in and to the land lying within any street 

or roadway adjoining the Land or any vacated or hereafter vacated 

street or alley adjoining said Land;

b. All of Seller’s right, title and interest, if any, in and to all fixtures, 

furniture, equipment, and other tangible personal property, if any, 

owned by Seller (collectively, the “Personal Property”) presently 

located on the Land or used in connection with the Property, including, 

without limitation, all: 1. vehicles and watercraft, including trailers and 

travel-lifts (the “Vehicles”), 2. telephone systems and computer 

equipment, including software installed thereon, 3. third party vendor 

parts and accessories located at the Property or in transit to the 

Property on the Closing Date and 4. gasoline, motor oil, and other 

similar fuel and fluids currently stored on the Property;

c. 3.38 acres located at 1120 SW Chapman Way.

(collectively, the “Assets”).

RELIEF REQUESTED

8. By way of this Motion and pursuant to Bankruptcy Code § 363(f), the 

Debtor requests authority to sell the Assets free and clear of all liens, claims, 

encumbrances and interests pursuant to the terms of the Agreement of Purchase and 

Sale, and any amendments thereto with any such liens or interests to attach to the 

proceeds of the sale, unless satisfied at the sale closing, and subject to any rights and 

defenses of the Debtor with respect thereto, as well as pay closing or other costs from 

the sale proceeds at closing as may be required. 

9. Bankruptcy Code § 363(f) provides, in pertinent part:

The trustee may sell property under subsection (b) or (c) of this section 

free and clear of any interest in such property of an entity other than the 

estate, only if –

(1) applicable non-bankruptcy law permits sale of such property free and 

clear of such interest;

Case 19-18585-MAM Doc 138 Filed 07/24/20 Page 3 of 9
(2) such entity consents;

(3) such interest is a lien and the price at which such property is to be sold 

is greater than the aggregate value of all liens on such property; 

(4) such interest is in bona fide dispute; or

(5) such entity could be compelled, in a legal or equitable proceeding, to 

accept a money satisfaction of such interest.

11 U.S.C. § 363(f). See also In re Elliot, 94 B.R. 343, 345 (E.D. Pa. 1988) (§ 363(f) 

written in disjunctive; court may approve sale "free and clear" provided at least one of 

the requirements is met).

10. Furthermore, a court may authorize the sale under Bankruptcy Code § 

363(b) of substantially all of a debtor’s assets as long as the debtor has articulated a 

sound business justification for such sale. Committee of Equity Sec. Holders v. Lionel 

Corp. (In re Lionel Corp.), 722 F.2d 1063, 1070-71 (2nd Cir. 1983). 

11. Courts have made it clear that a debtor’s showing of a sound business 

justification need not be unduly exhaustive, but, rather, a debtor is "simply required to 

justify the proposed disposition with sound business reasons." In re Baldwin United 

Corp., 43 B.R. 888, 906 (Bankr. S.D. Ohio 1984).

12. The Debtor believes, in its sound business judgment, that the sale 

contemplated in the Agreement offers the best price and the best terms for the sale of 

the Assets. The sale contemplated herein will provide payment in full of the claim of the 

the secured creditor, as well as the priority unsecured and general unsecured creditors, 

subject to any objection filed by the Debtor and sustained by this Court. Martin County 

Marine Holding is owed the sum of $4,417,341.17 per the Proof of Claim. The total 

claims filed, including the claim of the secured creditor, total $4,887,736.85. With an 

aggregate purchase price of $8,)00,000.00, the Debtor maintains that this is the highest

and best offer for the Assets. In addition, after closing costs, the Debtor is confident 

Case 19-18585-MAM Doc 138 Filed 07/24/20 Page 4 of 9
that all claims will be paid. The Debtor has been actively and diligently marketing the 

Assets for sale prior to and during the course of this case. 

13. In addition, the Debtor believes that the Buyer is ready, willing and 

financially able to close on the purchase of the Assets. 

14. Accordingly, the Debtor requests authority of this Court to sell the Assets

free and clear of all liens, claims, encumbrances and interests pursuant to the terms of 

the Agreement, with such liens to attach to the proceeds of the sale, subject to 

undisputed liens that are paid at closing, and without prejudice to defenses and setoffs 

for disputed claims.

WHEREFORE, the Debtor requests that the Court enter an order (i) authorizing 

the Debtor to sell the Assets as defined herein pursuant to the terms and conditions of 

the Agreement of Purchase and Sale; (ii) authorizing the payment of any real estate 

taxes or other closing costs from the sale proceeds at closing; and (iii) for such other 

and further relief as is necessary and proper.

I HEREBY CERTIFY that 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 Rule 2090-1(A) and that a true 

and correct copy of the foregoing was furnished by U.S. Mail to the parties listed on the 

attached mail list on the 24th of July, 2019.

KELLEY, FULTON & KAPLAN P.L.

Attorney for Debtor

1665 Palm Beach Lakes Blvd.

The Forum - Suite 1000

West Palm Beach, Florida 33401

Tel: (561) 491-1200

Fax:(561) 684-3773

Case 19-18585-MAM Doc 138 Filed 07/24/20 Page 5 of 9
BY: __/s/ Dana Kaplan _

DANA KAPLAN, ESQUIRE

Florida Bar 44315

Mailing Information for Case 19-18585-MAM

Electronic Mail Notice List

The following is the list of parties who are currently on the list to receive email 

notice/service for this case.

• John P Carrigan jpc@reblawpa.com, mmj@reblawpa.com

• Amber E Donner Amber.Donner@SpectorRubin.com, 

heidiparalegal@gmail.com

• Heidi A Feinman Heidi.A.Feinman@usdoj.gov

• Linda W Jackson LJackson@PardoJackson.com, 

catheryne@pardojackson.com;mfuentes@pardojackson.com

• Dana L Kaplan dana@kelleylawoffice.com, 

tina@kelleylawoffice.com;cassandra@kelleylawoffice.com;kristina@kelleylawoffi

ce.com;debbie@kelleylawoffice.com;craig@kelleylawoffice.com

• Craig I Kelley craig@kelleylawoffice.com, 

tina@kelleylawoffice.com;cassandra@kelleylawoffice.com;kristina@kelleylawoffi

ce.com;debbie@kelleylawoffice.com;dana@kelleylawoffice.com

• Office of the US Trustee USTPRegion21.MM.ECF@usdoj.gov

• Alan B Rose arose@mrachek-law.com, manderson@mrachek-law.com

Manual Notice List

The following is the list of parties who are not on the list to receive email notice/service 

for this case (who therefore require manual noticing/service). You may wish to use your 

mouse to select and copy this list into your word processing program in order to create 

notices or labels for these recipients.

Aspen Environmental Consulting, LLC

2014 SW Oxbow Way

Palm City, FL 34990

Charles Goodman

3022 SW Lake Terrace

Palm City, FL 34990

See attached matrix.

Case 19-18585-MAM Doc 138 Filed 07/24/20 Page 6 of 9
 Label Matrix for local noticing Aspen Environmental Consulting, LLC Integra Real Estate, LLC 

 113C-9 2014 SW Oxbow Way 150 SE 2nd Ave 

 Case 19-18585-MAM Palm City, FL 34990-3244 Suite 800 

 Southern District of Florida Miami, FL 33131-1574 

 West Palm Beach 

 Fri Jul 24 15:39:19 EDT 2020 

 MRACHEK, FITZGERALD ROSE KONOPKA THOMAS & WE Martin County Marine Holdings LLC Martin Downs Property Owners’ Associati 

 505 S. Flagler Drive c/o Amber E Donner c/o Ross Earle Bonan & Ensor, P.A. 

 Suite 600 3250 Mary Street # 405 P.O. Box 2401 

 West Palm Beach, FL 33401-5945 Miami, FL 33133-5232 Stuart, FL 34995-2401 

 

 Meridian Marina & Yacht Club of Palm City, L 5T Wealth Partners LP ADR Electric Inc 

 1400 SW Chapman Way Department#6200 P.O. Box 665 

 Palm City, FL 34990-2400 P.O. Box 830539 Jensen Beach, FL 34958-0665 

 Birmingham,, AL 35283-0539 

 Allstate Insurance Aspen Environmental Aspen Environmental Consulting, LLC 

 P.O. Box 4344 P.O. Box 2753 c/o Jodi Beck 

 Carol Stream, IL 60197-4344 Stuart, FL 34995-2753 2014 SW Oxbow Way 

 Palm City, FL 34990-3244 

 Bartlett Brothers Security Capital One Bank (USA), N.A. Cassidy Ice 

 2694 SE Willoughby Blvd by American InfoSource as agent 3240 SE Dominica Terrace 

 Stuart, FL 34994-4700 PO Box 71083 Stuart, FL 34997-5758 

 Charlotte, NC 28272-1083 

 Charles Goodman Clark Environmental Colonial Life 

 3022 SW Lake Terrace 755 Prairie Industrial Pkwy P.O. Box 1365 

 Palm City, FL 34990-1927 Mulberry, FL 33860-6559 Columbia, SC 29202-1365 

 Comcast EDC Florida Department of Revenue 

 P.O. Box 71211 10250 SW Village Parkway, Suite 201 5050 West Tennessee Street 

 Charlotte, NC 28272-1211 Port Saint Lucie, FL 34987-2362 Tallahassee, FL 32399-0140 

 Florida Power & Light Grainger Gunster 

 General Mail Facility 1800 N. Florida Mango Rd 777 South Flagler Drive 

 Miami, FL 33188-0001 West Palm Beach, FL 33409-6486 West Palm Beach, FL 33401-6194 

 Industrial Hose and Hydraulics (p)INTERNAL REVENUE SERVICE Internal Revenue Service 

 2450 N.Powerline Rd CENTRALIZED INSOLVENCY OPERATIONS Central Insolvency Operation 

 Pompano Beach, FL 33069-1051 PO BOX 7346 P.O. Box 7346 

 PHILADELPHIA PA 19101-7346 Philadelphia, PA 19101-7346 

 Kapp Morrison, LLP Law Office of Robert M. Lewis, LLC MIC 

 7900 Glades Road Suite 550 P.O. Box 1831 2964 Airway Ave 

 Boca Raton, FL 33434-4167 Jupiter, FL 33468-1831 Costa Mesa, CA 92626-6018 

Case 19-18585-MAM Doc 138 Filed 07/24/20 Page 7 of 9
 Martin County Marine Holdings, LLC Martin County Property Owner’s Associat Martin County Tax Collector 

 1206 North Park Avenue C/O Ross Earl Bonan and Ensor PA 3485 SE Willoughby Blvd 

 Winter Park, FL 32789-2542 789 SW Federal Highway Stuart, FL 34994-5062 

 Stuart, FL 34994-2962 

 

 Martin County Utilities Marvin Kennard Meridian Marina & Yacht Club of Palm Ci 

 P.O. Box 9000 4971 SW Lake Grove Circle 2625 W Grandview Rd Suite 150 

 Stuart, FL 34995-9000 Palm City, FL 34990-8506 Phoenix, AZ 85023-3109 

 Mracheck Law Office of the US Trustee PI Finance 

 505 S. Flagler Drive, Suite 600 51 S.W. 1st Ave. PO Box 922025 

 West Palm Beach, FL 33401-5945 Suite 1204 Norcross, GA 30010-2025 

 Miami, FL 33130-1614 

 Palmdale Oil Company, Inc. Paul Lane Plastic Pro 

 911 N 2nd St 7880 North University Drive DKG Concepts Incorporated 

 Fort Pierce, FL 34950-9121 Suite 2000 P.O. Box 2359 

 Fort Lauderdale, FL 33321-2124 Palm City, FL 34991-7359 

 Progressive Environmental Services Inc. Robert Jennings, P.A. Robert Sader, P.A. 

 19 National Dr 306 S.E. Detroit Ave 224 Commercial Blvd Suite 310 

 Franklin MA 02038-3243 Stuart, FL 34994-2113 Fort Lauderdale, FL 33308-4443 

 SWS Environmental Services Safety Kleen Shaun T. Plymale 

 P.O. Box 538498 2600 North Central Expressway Suite 400 100 SW Albany Avenue 

 Atlanta, GA 30353-8498 Richardson, TX 75080-2058 Suite 310 

 Stuart, FL 34994-2000 

 Shraiberg, Landau, & Page PA State of Florida - Department of Revenue Sudden Service, Inc 

 2385 N.W. Executive Center Drive Post Office Box 6668 P.O. Box 903 

 Suite 300 Tallahassee, FL 32314-6668 Louisville, MS 39339-0903 

 Boca Raton, FL 33431-8530 

 Susan Lasky The Zenith Insurance Company Time Payment Corp 

 320 Southeast 18th Street 21255 Califa St 1600 District Avenue 

 Fort Lauderdale, FL 33316-2818 Woodland Hills, CA 91367-5021 Suite 200 

 Burlington, MA 01803-5233 

 Treasure Coast Legal W.W. Grainger, Inc Waste Management of SFlorida 

 100 SW Albany Avenue Suite 310 401 S Wright Road W4E.C37 P.O. Box 4648 

 Stuart, FL 34994-2000 Janesville WI 53546-8729 Carol Stream, IL 60197-4648 

 William Scotsman Zimmer Construction Zimmer Construction Consultants, P.A. 

 901 S. Bond Street. #600 129 N.W. 13th St Suite 20 129 NW 13th Street 

 Baltimore, MD 21231-3348 Boca Raton, FL 33432-1635 Suite 20 

 Boca Raton, FL 33432-1635 

Case 19-18585-MAM Doc 138 Filed 07/24/20 Page 8 of 9
 m2 Lease Funds LLC m2 Lease Funds LLC Amber E Donner 

 175 N. Patrick Blvd., Suite 140 175 North Patrick Boulevard 3250 Mary Street # 405 

 Brookfield, WI 53045-5811 Earth City, MO 63045 Miami, FL 33133-5232 

 

 Craig I Kelley Dana L Kaplan 

 1665 Palm Beach Lakes Blvd #1000 1665 Palm Beach Lakes Blvd #1000 

 West Palm Beach, FL 33401-2109 W Palm Beach, FL 33401-2109 

 The preferred mailing address (p) above has been substituted for the following entity/entities as so specified 

 by said entity/entities in a Notice of Address filed pursuant to 11 U.S.C. 342(f) and Fed.R.Bank.P. 2002 (g)(4). 

 Internal Revenue Service (d)Internal Revenue Service (d)Internal Revenue Service 

 Acting US Attorney Atty General United States Dept Justice c/o IRS District Counsel 

 99 NE 4th Street Tenth & Constitution Claude Pepper Federal Bldg 

 Miami, FL 33132 Washington, DC 20530 51 S.W. 1st Ave., 11th Floor 

 Miami, FL 33130 

 

 The following recipients may be/have been bypassed for notice due to an undeliverable (u) or duplicate (d) address. 

 (u)West Palm Beach (d)Martin Downs Property Owners’ Associati (u)See attached 

 c/o Ross Earle Bonan & Ensor, P.A. 

 P.O. Box 2401 

 Stuart, FL 34995-2401 

 (d)Charles Goodman End of Label Matrix 

 3022 SW Lake Terrace Mailable recipients 64 

 Palm City, FL 34990-1927 Bypassed recipients 4 

 Total 68 

Case 19-18585-MAM Doc 138 Filed 07/24/20 Page 9 of 9