00586296.DOCX    

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

In re: Case No. 19-25191-BKC-RAM 

 Chapter 7 

CRUISELINE FORMALWEAR, INC. 

 Debtor. / 

TRUSTEE, BARRY E. MUKAMAL’S EXPEDITED1 MOTION TO AUTHORIZE 

AND APPROVE PROPOSED PRIVATE SALE OF ESTATE’S RIGHT, TITLE 

AND INTEREST IN CERTAIN SCHEDULED CLOTHING & ACCESSORIES, FREE 

AND CLEAR OF ALL LIENS, CLAIMS AND ENCUMBRANCES 

 (Expedited Hearing Requested) 

 Barry E. Mukamal, as Chapter 7 trustee of the bankruptcy estate of Cruiseline 

Formalwear, Inc. (the “Trustee”), through counsel and pursuant to 11 U.S.C. §§ 105 and 363, 

Federal Rules of Bankruptcy Procedure 2002 and 6004, and Local Rule 6004-1, files his 

Expedited Motion to Authorize and Approve Proposed Private Sale of Estate’s Right, Title and 

Interest in Certain Scheduled Clothing & Accessories, Free and Clear of All Liens, Claims and 

Encumbrances (the “Sale Motion” or the “Motion”), and as good cause for same, states as 

follows: 

I. Summary of Requested Relief 

1. By this Motion, the Trustee seeks, among other relief, entry of an order: (a) 

authorizing and approving the proposed private sale of the Estate’s right, title and interest in 

certain scheduled formalwear and related accessories as summarized on Exhibit “A” attached 

hereto and incorporated by reference (collectively, the “Formalwear”) to (i) Holland America 

Line N.V., in its capacity as general partner of Cruiseport Curacao C.V. (“Holland America”), 

                                                            

1

 Contemporaneously with the filing of this Motion, the Trustee is filing his Ex Parte Motion to Shorten 

the Notice Period for a hearing on the instant Motion from twenty-one (21) days to ten (10) days. 

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and (ii) Princess Cruise Lines, Ltd. (“Princess, and together with Holland America, the 

“Cruiselines” or the “Proposed Buyers”), jointly and severally, for $15,000.00 “AS-IS, WHEREIS” and without representations or warranties of any type being given by the Trustee or his 

professionals, but free and clear of all liens, claims and encumbrances; and (b) granting other 

related relief, on the terms and conditions set forth herein.2

 

2. As summarized below, the Formalwear is aboard approximately 31 of the 

Cruiselines’ ships in various places around the world, much of it is in less than ideal condition, 

the universe of potential buyers is extremely limited, and the costs associated with transporting 

and marketing the Formalwear would be significant. Accordingly, for the reasons set forth 

herein, the Trustee asserts that the proposed sale satisfies the “sound business purpose” test and 

is in the best interests of this Estate. 

II. Jurisdiction and Venue 

3. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 

and 1334. This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A), (N) and (O). 

Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

III. Limited Relevant Background 

4. This case commenced with the filing of a voluntary Chapter 7 petition by the 

Cruiseline Formalwear, Inc. (the “Debtor”) on November 11, 2019 (the “Petition Date”). Shortly 

thereafter, Barry E. Mukamal was appointed as Chapter 7 trustee of the Debtor’s bankruptcy 

estate (the “Estate”). 

5. The 341 Meeting of Creditors was held and concluded on December 12, 2019. 

                                                            

2

 The transaction detailed herein shall be referred to as the “Proposed Sale.” 

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The Debtor and the Formalwear 

6. Prior to the Petition Date, the Debtor, among other things, consigned tuxedos and 

other formalwear and related accessories to cruise lines for on-ship rental by passengers. A 

review of the Debtor’s schedules reflects the existence of $383,000 (at cost) in tuxedos on 44 

ships worldwide, including ships owned by the Cruiselines, as well as numerous executory 

contracts between the Debtor and various cruselines, including the Cruiselines. 

7. Information obtained by the Trustee, including, but not limited to, the Debtor’s 

principal’s testimony at the 341 Meeting, suggests that much of the Formalwear is old, heavily 

worn, and of significantly less forced liquidation value fair than the scheduled value. 

8. Despite efforts by the Trustee and his representatives, the Trustee has been unable 

to locate third-party buyers (other than the Cruiselines) for any of the Formalwear, and the costs 

involved in shipping the Formalwear from various places around the world back to South 

Florida, combined with storage and marketing costs, makes it unfeasible for the Trustee to do so. 

9. When first approached by the Trustee, the Cruiselines expressed no interest in the 

Formalwear and advised that they wished to return the Formalwear to the Trustee. 

IV. The Proposed Sale 

10. Thereafter, the Trustee again contacted the Cruiselines to inquire as to whether 

they would be interested in purchasing the Formalwear free and clear of any liens, claims or 

encumbrances, as the Trustee planned to abandon same, and after significant negotiation, the 

Cruiselines advised the Trustee that they would be amenable to purchasing all of the Estate’s 

right, title and interest in the Formalwear “AS-IS, WHERE-IS” and without representations 

or warranties of any type being given by the Trustee or his professionals in exchange for: (a) 

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payment of $15,000 to the Trustee; plus (b) a waiver of any and all claims that the Cruiselines 

may possess against the Estate.3

 

11. Schedule “D” does not reflect any secured creditors and a review of Florida’s 

secured transaction registry reflects no UCC-1 financing statements against the Debtor. 

12. As noted above, the Cruiselines, jointly and severally, have agreed to purchase the 

Estate’s right, title and interest in the Formalwear “AS-IS, WHERE-IS” and without 

representations or warranties of any type being given by the Trustee or his professionals, but free 

and clear of all liens, claims and encumbrances for: (a) $15,000 payable to the Trustee in cleared 

funds within ten (10) days of entry of an order granting the instant Motion and approving the 

Proposed Sale (the “Approval Order”); and (b) waiver of any and all claims, if any, that the 

Cruiselines may possess against the Estate. And because the Cruiselines are in possession of the 

Formalwear and therefore familiar with the Formalwear and its condition, the Trustee asserts that 

the sale “AS-IS, WHERE-IS” and without representations or warranties of any type being given 

by the Trustee or his professionals is appropriate under the circumstances. 

13. All fees, costs and taxes arising from or related to the Proposed Sale of the 

Formalwear, including, but not limited to, sales tax and any transfer fees, if any, will be paid by 

the Proposed Buyer and the only documents that the Trustee will be required to deliver to 

effectuate and consummate the Proposed Sale is a Trustee’s Quit-Claim Bill of Sale and a copy 

of the Approval Order. In addition, as noted above, the Cruiselines have agreed to waive any and 

all claims and causes of action they may possess against the Estate, if any, and acknowledges 

that they are entitled to no claim against, or distribution from, the Estate. 

                                                            

3

 The Claims Bar Date has passed and the Cruiselines have not filed a claim in this case. 

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V. Legal Argument and Citation to Authorities 

11 U.S.C. § 363(b)

14. Section 363(b)(1) of the Bankruptcy Code provides: "The trustee, after notice and 

a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the 

estate." 11 U.S.C. § 363(b)(1). Further, in pertinent part, Rule 6004(f)(1) states that, "all sales 

not in the ordinary course of business may be by private sale or by public auction." Fed. R. 

Bank. P. 6004(f)(1). 

15. A court should approve the use, sale or lease of property out of the ordinary 

course of business if there is an articulated business justification. See In re Abbotts Dairies of 

Pa. Inc., 788 F.2d 143, 145 (3rd Cir. 1986). 

Sound Business Purpose

16. With respect to satisfying the elements of the "sound business purpose" test4, for 

the reasons set forth herein, the Trustee asserts that the proposed sale of the Estate’s right, title 

and interest in the Formalwear to Holland America is the most cost effective and efficient way to 

monetize the Estate’s right, title and interest in the Formalwear. Creditors and other parties in 

interest will receive accurate and reasonable notice of the terms of the Proposed Sale through this 

Motion, and will have the opportunity to object and/or make higher and better offers. 

17. Generally, courts have applied four (4) factors in determining whether a sale of a 

debtor's assets should be approved: (a) whether a sound business reason exists for the proposed 

transaction; (b) whether fair and reasonable consideration is provided; (c) whether the transaction 

has been proposed and negotiated in good faith; and (d) whether adequate and reasonable notice 

has been provided. See Committee Of Equity Sec., Holders v. Lionel Corp. (In re Lionel, Corp.), 

722 F.2d 1063, 1071 (2d Cir. 1983). 

                                                            

4 See In re Continental Airlines, Inc., 780 F.2d 1223, 1226 (5th Cir. 1986).

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18. The fundamental analysis with respect to approving a sale is the same whether the 

sale is private or public. See, e.g., In re Ancor Exploration Co., 30 B.R. 802, 808 (Bankr. N.D. 

Okla. 1983)("[T]he bankruptcy court should have wide latitude in approving even a private sale 

of all or substantially all of the estate assets not in the ordinary course of business under 

§363(b)"). A bankruptcy court has broad discretion in the administration of a debtor's 

bankruptcy estate which includes the ability to authorize private sales of estate property. In re 

WPRV-TV, Inc., 413 B.R. 315, 319 (D.P.R. 1991), vacated on other grounds, 165 B.R. 1 (D. P.R. 

1992). 

19. In the instant case, the Trustee asserts that the Proposed Sale meets all of the 

aforementioned requirements and should be approved. 

A. The Proposed Sale Reflects the Exercise of the Trustee’s Sound Business 

Judgment 

20. The Proposed Sale provides for the immediate monetization of the Formalwear at 

a fair price based on forced liquidation value and in light of the Formalwear’s condition and 

location, and avoids the expense and uncertainty associated with the Estate continuing its efforts 

to market and attempt to liquidate the Formalwear which, as noted above, is located on 31 ships 

around the world. The alternative to the Proposed Sale is abandonment and the issuance of a 

Report of No Distribution. 

21. Accordingly, the Trustee asserts that the Proposed Sale is in the best interests of 

this Estate. 

B. The Purchase Price is Fair and Reasonable

22. In light of, among other things, the expense and uncertainty of continuing to 

market, and attempting to liquidate the Formalwear, the condition of the Formalwear, and the 

location of the Formalwear, and given the lack of other offers to date, the Trustee believes that 

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the Purchase Price represents fair and reasonable consideration for the sale of the Estate’s right, 

title and interest in the Formalwear. The terms of the Proposed Sale, including the Purchase 

Price, was the product of arm's length negotiations between the Trustee and the Cruiselines. 

C. The Sale is Proposed in Good Faith

23. The Trustee asserts that the Proposed Sale is the product of good faith 

negotiations between the Trustee and the Proposed Buyer, and submits that the Proposed Sale 

was negotiated in good faith. Accordingly, the Trustee asserts that the Proposed Buyer is entitled 

to the protections of a good-faith purchaser under the Bankruptcy Code. 

24. For the foregoing reasons, the Trustee asserts that the Proposed Sale is the most 

cost effective, timely, and viable way to monetize the Estate’s right, title and interest in the 

Formalwear, and thus, the Trustee asserts that the Proposed Sale to the Proposed Buyer is in the 

best interest of this Estate and its creditors. 

Authority for Trustee to Execute Documents 

25. Assuming that the instant Motion is granted, the Trustee also seeks authority to: 

(a) take all actions; and (b) execute all documents, that he deems reasonable, necessary and/or 

desirable to effectuate the Proposed Sale. 

Exculpation of Trustee and His Professionals 

26. The Trustee further requests that the Approval Order contain standard language 

exculpating the Trustee and his professionals from and against any and all claims and causes of 

action which may or could be asserted against them arising from or related to the performance of 

their duties in connection with the Proposed Sale, except for claims or causes of action based on 

gross negligence or willful misconduct. 

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Relief from the Fourteen-Day Waiting Period Under Bankruptcy Rule 6004(h) is 

Appropriate

27. Finally, because, among other things, time is of the essence to the Proposed Buyer 

and the Trustee, the Trustee requests that this Court waive the 14 day stay period pursuant to 

Rule 6004(h) and authorize the parties to close on the Proposed Sale immediately upon entry of 

the Approval Order. 

Retention of Jurisdiction

28. Finally, the Trustee respectfully requests that the Approval Order vest this Court 

with sole and exclusive personal and subject matter jurisdiction to interpret, implement, enforce 

and resolve any and all disputes arising from or related to the: (a) relief sought in this Motion; (b) 

Proposed Sale; and (c) relief authorized by the Approval Order.

29. General counsel for the Cruiselines has reviewed this Motion prior to its filing 

and has confirmed that it accurately reflects the agreement of the parties. 

WHEREFORE, Barry E. Mukamal, as Chapter 7 trustee of the bankruptcy estate of 

Cruiseline Formalwear, Inc., respectfully requests this Honorable Court enter an Order: (1) 

granting the instant Motion; (2) authorizing and approving the Proposed Sale on the terms and 

conditions set forth herein; and (3) granting such other and further relief as this Court deems just 

and proper. 

Respectfully submitted, 

BAST AMRON LLP 

Counsel for the Trustee, Barry E. Mukamal 

SunTrust International Center 

One Southeast Third Avenue, Suite 1400 

Miami, Florida 33131 

Telephone: 305.379.7904 

Email: sbrown@bastamron.com 

By:/s/ Scott N. Brown 

 Scott N. Brown, Esq. (FBN 663077) 

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CERTIFICATE OF SERVICE 

I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished 

this 14th day of February, 2020, as follow: 

VIA CM/ECF 

 Laudy Luna ll@reyeslunalaw.com 

 Barry E Mukamal bemtrustee@kapilamukamal.com, FL64@ecfcbis.com 

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

VIA U.S. MAIL 

All parties on the attached mailing matrix. 

/s/ Scott N. Brown 

 Scott N. Brown, Esq. 

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Consolidated Inventory Counts

Consolidated

Black

Jackets

White

Jacket

Black

Pants

White

Shirts

Men's

Shoes

Women's

Shoes Bow Ties Cuff Links

Cummerb

unds

(Black

and Red) Vest

Suspende

rs (Black

and

White) Belts

Black

Velvet Crepe Formal Velvet 

Fleet Totals 2044 191 1906 2705 726 58 735 1443 1440 352 296 0 150 101 13 162 

Ladies Skirts 

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 Cruiseline Formalwear Inc Carvinal Corporation 

 14250 SW 136 St. c/o NRAI Services, Inc. 

 Suite # 8 1200 South Pine Island Road 

 Miami, FL 33186-6718 Fort Lauderdale, FL 33324-4413 

 

 Celebrity Cruises Inc. Celebrity Cruises Inc. Fusion 

 C/o Legal Department c/o Bradley H. Stein as registered agent 210 Interstate North Parkway 

 1050 Caribbean Way 1050 Carribean Way Suite 300 

 Miami, FL 33132-2028 Miami, FL 33132-2028 Atlanta, GA 30339-2233 

 

 Holland America Line Inc Holland America Line Inc. Holland America Line NV LLC 

 300 Elliott Avenue West Attn: Vice President, On Board Revenue 450 Thurd Avenue West 

 Seattle, WA 98119-4198 300 Elliott Avenue West Seattle, WA 98119 

 Seattle, WA 98119-4198 

 Holland America Line NV LLC Magical Cruis Company Limited Magical Cruise Company 

 c/o CT Corporation System d/b/a Disney Cruis Line 500 S Buena Vista St. 

 1200 South Pine Island Road 210 Celebration Place Burbank, CA 91521-0105 

 Fort Lauderdale, FL 33324-4413 Suite 400 

 Celebration, FL 34747-4600 

 

 Magical Cruise Company Limited Magical Cruise Company Limited Office of the US Trustee 

 c/o Registered Agent d/b/a Disney Cruise Line 51 S.W. 1st Ave. 

 Margaret C Giacalone 210 Celebration Place Suite 1204 

 1375 Buena Vista Drive, 4th Floor North Suite 400 Miami, FL 33130-1614 

 Lake Buena Vista, FL 32830-8402 Celebration, FL 34747-4600 

 

 Premier Property Portfolio Premier Property Portfolio LLC Princess Cruise Lines LTD (Corp). 

 11160 SW 93rd Avenue 11160 sw 3 ave c/o CT Corporation System 

 Miami, FL 33176-3658 miami, FL 33174 1200 South Pine Island 

 Fort Lauderdale, FL 33324-4413 

 Princess Cruise Lines LTD (Corp). Princess Cruise Lines Ltd Barry E Mukamal 

 c/o Legal Department Legal Department, Attnd; General Counsel PO Box 14183 

 24305 Town Center Drive 450 Third Avenue West Fort Lauderdale, FL 33302-4183 

 Valencia, CA 91355-4999 Seattle, WA 98119-4002 

 Laudy Luna 

 Reyes & Luna Law 

 75 Miracle Mile # 347623 

 Coral Gables, FL 33234-5027 

 

 

 

 

 

 

 

 

 

 

 

 

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