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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

FORT LAUDERDALE DIVISION

In re: Case No.: 19-19719-PGH

NEW VENTURE 777 LLC

d/b/a Buddy’s Gun Shop, Chapter 11

a/k/a Buddy’s Arms,

Debtor 

 /

MOTION TO ASSUME COMMERCIAL LEASE AGREEMENT, 

ASSIGN THAT COMMERICAL LEASE AGREEMENT, AND TO 

SELL THE ESTATE’S INTEREST THEREIN AND ASOCIATED 

PERSONAL PROPERTY FREE AND CLEAR OF LIENS

(Premises Located at 4004 SW 64th Avenue (a/k/a Davie Rd.), Davie, FL 33314)

The Debtor-in-Possession, New Venture 777, LLC (“Debtor”), by and through its 

undersigned counsel, hereby files this Motion to Assume Commercial Lease Agreement, Assign 

that Commercial Lease Agreement, and to Sell the Estate’s Interest Therein and Associated 

Personal Property Free and Clear of Liens (“Motion”), requesting that the Court approve the 

Debtor’s assumption of its pre-petition commercial lease with landlord Donald Moseley and to 

assign and sell the estate’s interest therein and associated personal property to Veterans of 

Tobacco, Inc., pursuant to 11 U.S.C. §§ 363(b) and (f), and §§ 365(a) and (f), and the additional 

authority set forth herein, and in support thereof states as follows:

LOCAL RULE 6004-1(B) CONCISE STATEMENT

Purchaser: Veterans of Tobacco, Inc.

Purchase Price: $25,000.00

Property: Debtor’s leasehold interest in commercial lease agreement and related 

personal property (furniture, equipment and buildout – see attached exhibit 

“C”)

Closing Date: On or before fourteen (14) days after Bankruptcy Court approval

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Closing Conditions: Approval of Bankruptcy Court

Objection Deadline: In accordance with Fed. R. Bankr. P. 6004(b), any objections to the 

proposed sale must be filed and served no later than seven (7) days prior to 

the hearing on this Motion, unless extended by the Court

Hearing Date: To be supplied and served by separate document stating Notice of Hearing

[End of Concise Statement Pursuant to Local Rule 6004-1(B)]

FACTUAL BACKGROUND AND JURISDICTIONAL STATEMENT

1. On July 22, 2019, the Debtor filed a Voluntary Petition under Chapter 11 of the 

Bankruptcy Code.

2. The Debtor is operating its business as a debtor-in-possession pursuant to 

Bankruptcy Code § 1107 and 1108. No trustee, examiner, or official committee of unsecured 

creditors has been appointed to date.

3. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157(b) and 

1334. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. This matter is a core proceeding 

pursuant to 28 U.S.C. §157(b).

4. The Debtor operates a business selling retail firearms and accessories, in addition 

to servicing firearms. The Debtor’s business operations are in compliance with all local, State and 

Federal laws, and the Debtor maintains strict compliance with both State (Florida Department of 

Law Enforcement) and Federal (United States Bureau of Alcohol, Tobacco, Firearms and 

Explosives) agencies.

5. As part of its operations, the Debtor operates a retail store located at 4004 SW 64th

Avenue (a/k/a Davie Rd.), Davie, FL 33314 (the “Premises”). The Debtor does not own the 

Premises, but has rented that location from its landlord, Donald Moseley (“Landlord”), pursuant 

to the Business Lease agreement attached hereto as Exhibit “A” (the “Lease”). Separately, the 

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Debtor’s representatives travel nearly constantly throughout the State of Florida attending and 

selling at various “gun shows”. 

6. The Lease has a stated term of April 1, 2017 through March 31, 2022, with one (1) 

five (5) year renewal option. 

7. The Court has previously approved the Debtor’s payment of the rent due under the 

Lease. ECF Nos. 25, 37; 41.

8. The Court has also previously extended the Debtor’s time to assume or reject the 

Lease, in accordance with 11 U.S.C. § 365(d)(4)(B), through and including May 18, 2020. ECF 

No. 49.

9. The Debtor had not been in default prior to the filing of this case, and continues to 

perform under the Lease.

10. However, having been under the protection of the Bankruptcy Code for the past six 

(6) months and having had the opportunity to regularly review the Debtor’s finances, it has become 

apparent that the costs of operating the Premises are exceeding the revenue generated from its 

retail, brick and mortar location. 

11. By way of this Motion, the Debtor requests that the Court authorize it to (a) assume 

the Lease for the purpose of assignment, (b) assign the Lease to Veterans of Tobacco, Inc. (“VoT”), 

and (c) sell the Debtor’s and the estate’s interest in the Lease and associated personal property to 

VoT for the total purchase price of $25,000.00. The Debtor will continue its “road” operations as 

a substantial savings to the Debtor for its benefit and the benefit of its creditors. 

LEGAL AUTHORITY AND REQUESTED RELIEF

A. Assumption of the Lease

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12. The Debtor has been occupying the Premises prior to, and after the petition date. 

As a pre-petition lease of non-residential real property to which the Debtor is a performing party 

(lessee), the Debtor is able to assume the Lease under §§ 365(a) and (d)(2) prior to confirmation 

of a plan. The Debtor has, and continues to perform under the Lease in accordance with § 

365(d)(3). 

13. Accordingly, the Debtor has the right to assume the Lease under § 365(a) and 

requests that the Court approve that assumption, for the express purpose of assigning the Lease to 

VoT.

B. Assignment of the Lease to VoT

14. Pursuant to 11 U.S.C. § 365(f)(1), notwithstanding a provision in an unexpired 

lease of the Debtor (or applicable law) that prohibits, restricts, or conditions assignment of a lease, 

the Debtor1 may assign the lease under § 365(f)(2).

15. 11 U.S.C. § 365(f)(2) provides that the Debtor may assign an unexpired lease if (A) 

the Lease is assumed in accordance with § 365, and (B) adequate assurance of future performance 

by the assignee of such Lease is provided. 

16. VoT has agreed to assume the Lease. In addition, VoT and its principals have 

agreed to personally guarantee the payment obligations due under the Lease to the Landlord. See 

Letter of Intent for the Purchase of Lease and Buildout (“LOI”) attached hereto as Exhibit “B”. 

17. The Debtor submits that VoT’s agreement to assume the Lease, in conjunction with 

its and its’ principals’ agreement to guarantee the payment obligations under the Lease are 

adequate assurance of future performance as required by § 365(f)(2)(B).

1 11 U.S.C. § 1107(a) gives the Debtor, as debtor in possession, the rights of a trustee asserted in this Motion.

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18. Assuming the Court approves the assumption of the Lease as requested in this 

Motion, the Debtor will have also complied with § 365(f)(2)(A). Accordingly, the Debtor has the 

right to assign the Lease to VoT according to the terms expressed herein (and in the LOI). See 

also In re DH4, Inc., 2007 Bankr. LEXIS 3814 *7, 21 Fla. L. Weekly Fed. B 160 (S.D. Fla. 2007, 

Hyman, J.) (“The trustee [or debtor-in-possession] may assign an executory contract or 

unexpired lease only if (a) it assumes the contract or lease in accordance 

with section 365 and (b) there is adequate assurance of future performance by the assignee. 11 

U.S.C. § 365(f) (2).”) (internal citations omitted).

C. Sale of the Debtor’s and Estate’s Interest in the Lease and Related Property

19. Pursuant to 11 U.S.C. § 363(b), the Debtor, after notice and a hearing, may sell 

outside the ordinary course of business, property of the estate. 11 U.S.C. § 541, Property of the 

Estate, delineates what is property of the estate and includes, inter alia, all legal and equitable 

interests of the debtor in property as of the petition date (commencement of the case). 

20. In addition, 11 U.S.C. § 363(f) permits the Debtor to sell property of the estate 

under § 363(b) free and clear of liens if, inter alia, (i) such entity consents (§ 363(f)(2)), (ii) 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 (§ 363(f)(3)), (iii) such interest is in bona fide dispute (§ 

363(f)(4)), or (iv) such entity could be compelled in a legal or equitable proceeding to accept a 

money satisfaction of such interest (§ 363(f)(5)).

21. As a party to the non-defaulted and unexpired Lease on the petition date, the Debtor 

has a legal and equitable interest in the Lease. The Debtor wishes to sell its interest in the Lease 

to VoT. 

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22. In addition, the Debtor will not have the need for the furniture, equipment and 

buildout located on the Premises, valued at $7,566.00. Attached to this Motion as Exhibit “C” is 

the list of personal property the Debtor seeks to sell to VoT in connection with this Motion and the 

sale of its interest in the Lease (“Personal Property”).

23. The Business Backer, LLC (“Backer”) may claim a security interest in the Personal 

Property that is proposed to be sold, on account of its security agreement and filed UCC1. 

However, Business Backer’s only claim against the Debtor or the estate is found in Claim 2, which 

purports to be a wholly unsecured claim. Accordingly, the Debtor submits that any secured interest 

is subject to a bone fide dispute created solely by this creditor and thus, the Debtor may sell the 

Personal Property free and clear of this creditor’s potential security interest pursuant to § 363(f)(4).

24. But even if not, the Debtor submits that it has the authority sell the Personal 

Property free and clear of Backer’s potential lien under either or both §§ 363(f)(3) and (5), as the 

value of any potential lien of Backer in the subject Personal Property does not exceed the value of 

that property, i.e. $7,566.00. The Debtor could therefore compel Backer to accept a money 

satisfaction of its interest in the Personal Property. 

25. The Debtor requests, pursuant to § 363(b) and (f), that the Court authorize the 

Debtor to sell its interest in the Lease, in addition to the related Personal Property to VoT for the 

total purchase price of $25,000.00 (“Purchase Price”) free and clear of any potential lien of Backer.

26. In accordance with the LOI, the Purchase Price will be paid to the Debtor’s 

counsel’s trust account within fourteen (14) days of the Court (prospectively) entering an Order 

approving the sale, i.e. the closing date (“Closing Date”). On said date, VoT will also sign an 

assumption agreement, and VoT and its principals will sign a continuing guarantee of the monetary 

obligations. The signed assumption agreement and guarantee will be provided to the Landlord. 

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27. In addition, also as stated in the LOI, the Debtor will be able to store and sell its 

property out of the Premises for a period of at least one hundred and twenty (120) days from the 

Closing Date, or until such time as the Debtor receives its new Federal Firearms License (FFL). 

The Debtor’s rights of use for the first one hundred and twenty (120) days are at no cost to the 

Debtor but if the period exceeds that stated duration, the Debtor would be obliged to pay VoT 

$500/month for the use of the two (2) safes on the Premises. (Collectively, this paragraph may be 

referred to as the “Other Terms”).

28. During that same time one hundred and twenty (120) day period, VoT will acquire 

its Federal Firearms License (FFL). 

29. The proposed sale and the terms and conditions of the LOI are expressly subject to 

approval of the Bankruptcy Court.

30. The Debtor submits that the assumption, assignment and sale proposed herein are 

made in good faith, and that they are in the best interest of the Debtor, the estate and its creditors. 

This Motion is being made after the Debtor had the ability to analyze its post-petition operations

in the context of its retail establishment compared to its’ “gun show” sales. The Debtor makes this 

Motion in good faith, in an effort to reduce its operational liabilities, retain its necessary assets for 

the benefit of the estate and its creditors. 

31. In addition, the Debtor asserts that VoT is a good faith purchaser. 

CONCLUSION

For the reasons set forth herein, the Debtor requests that the Court grant this Motion, 

approve the assumption of the Lease for the purpose of assignment, approve the assignment of the 

Lease to VoT, approve the sale of the Debtor’s and the estate’s interest in the Lease and the 

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Personal Property free and clear of liens to VoT in consideration of the Purchase Price and the 

Other Terms.

WHEREFORE, the Debtor requests that the Court enter an Order (i) granting this Motion, 

(ii) approving the assumption of the Lease for the purpose of assignment, (iii) approving the 

assignment of the Lease to VoT, (iv) approving the sale of the Debtor’s and the estate’s interest in 

the Lease and the Personal Property to VoT in consideration of the Purchase Price and the Other 

Terms, (v) authorizing the Debtor and its representatives to sign any documents necessary to 

accomplish the proposed sale, (vi) waiving the stay of the prospective Order granting this Motion 

in accordance with Fed. R. Bankr. P. 6004(h), and (vii) granting such additional and further relief 

that the Court deems just and prudent.

Dated February 19, 2020

Moffa & Breuer, PLLC

Attorneys for the Debtor

1776 N. Pine Island Road, Suite 102

Plantation, Florida 33322

Telephone: (954) 634-4733 

Facsimile: (954) 337-0637

Email: Stephen@moffa.law

By: /s/ Stephen C. Breuer

Stephen C. Breuer

FBN 99709

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