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UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

IN RE: 

AMERICA-CV STATION GROUP, 

INC., 

 Debtor. 

__________________________________/ 

CASE NO. 19-16355-LMI 

Chapter 11 

OMAR ROMAY, Liquidating Trustee,

 

 Plaintiff, 

vs. 

MEDIASET ESPAÑA 

COMUNICACIÓN, S.A., 

 Defendant. 

___________________________________/ 

ADV. CASE NO. 21-01059-LMI

ORDER DENYING DEFENDANT, MEDIASET ESPAÑA COMUNICACIÓN, 

S.A.’S MOTION FOR PARTIAL SUMMARY JUDGMENT ON STANDING 

This matter came before the Court upon the Defendant, Mediaset España 

Comunicación, S.A.’s Motion for Partial Summary Judgment (ECF #172) (the 

Laurel M. Isicoff, Judge

United States Bankruptcy Court 

___________________________________________________________________________

ORDERED in the Southern District of Florida on April 26, 2024.

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“Standing Motion”) filed by Defendant, Grupo Audiovisual Mediaset España 

Comunicación, S.A.U. (f/k/a Mediaset España Comunicación, S.A.) (“Defendant” 

or “Mediaset”). The Court has considered the Standing Motion, the Response1

filed by Plaintiff Omar Romay, Liquidating Trustee for the Liquidating Trust of 

America CV-Station Group, Inc. (“Plaintiff” or the “Liquidating Trustee”), and the 

Reply2 filed by Mediaset. 

This action is brought by the Liquidating Trustee appointed pursuant to 

the terms of a confirmed plan of reorganization seeking to avoid and recover as 

a fraudulent transfer a pre-petition payment made by the Debtor (defined 

hereinafter) to Mediaset. In the Standing Motion, Mediaset argues that the 

Liquidating Trustee lacks standing to bring this avoidance action and 

accordingly seeks entry of summary judgment against the Liquidating Trustee. 

For the reasons stated below, the Court finds that the Liquidating Trustee has 

standing to pursue the avoidance claims against Mediaset and therefore the 

Standing Motion is DENIED. 

FACTS AND PROCEDURAL HISTORY 

On May 14, 2019, America-CV Station Group, Inc. (the “Debtor”) filed a 

voluntary petition in the United States Bankruptcy Court for the Southern 

District of Florida (the “Bankruptcy Court”) for relief under Chapter 11 of Title 

1 Liquidating Trustee Omar Romay’s Omnibus Response to Defendant’s Three Motions for 

Summary Judgment (ECF #182) (the “Response”). 

2 Mediaset’s Reply in Support of Its Three Motions for Partial Summary Judgment (ECF #187) (the 

“Reply”).

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11 of the United States Code (the “Bankruptcy Code”) under Case No. 19-16355-

BKC-AJC (the “Main Case”).3

Before the bankruptcy cases were filed, the Romay Parties4 on the one 

hand and the Debtor and Affiliated Debtors on the other were involved in 

extensive litigation (the “Romay Litigation”) which resulted in a claim in the 

amount of $12,919,740.88 (the “Romay Claim”)5 filed by the Romay Parties in 

the respective bankruptcy cases. During the chapter 11 cases the Debtor, the 

Affiliated Debtors, and the Romay Parties settled the Romay Litigation and that 

settlement (the “Romay Settlement”) became an integral part of the Debtor’s

Chapter 11 Plan of Reorganization Proposed by America-CV Station Group, Inc.

(Main Case ECF #125)6 (the “Plan”). 

The material terms of the Romay Settlement7, all of which were 

incorporated into the Plan, provided that: (1) the Debtor shall make a lump sum 

cash distribution to the Romay Parties on the effective date of the Plan in the 

amount of $1,550,000.00 (the “Romay Distribution”); (2) the Romay Claim shall 

be deemed an allowed general unsecured claim; (3) the Romay Parties shall vote 

3 Three other companies affiliated with the Debtor also filed for bankruptcy: Caribevision 

Holdings, Inc. under Case No. 19-16359-BKC-AJC, America-CV Network, LLC under Case No. 

19-16977-BKC-AJC, and Caribevision TV Network, LLC under Case No. 19-16976-BKC-AJC. 

Caribevision Holdings, Inc., America-CV Network, LLC, and Caribevision TV Network, LLC are 

collectively referred to as the “Affiliated Debtors”. 

4 Defined in the Plan (defined hereinafter) as: Omar Alejando Saul Romay, Okeechobee Television 

Corp., Promisa, Inc., Sherjan Broadcasting, Inc., Telecenter, Inc., and America Teve Network, 

Inc.

5 Defined in the Plan (defined hereinafter) as: “the following joint and several claim filed by the 

Romay Parties in the amount of $12,919,740.88: (i) Claim No. 3-1 in the Caribevision Holdings 

Case, (ii) Claim Nos. 9-1 and 11-1 filed in this Chapter 11 Case, (iii) Claim No. 20-1 filed in the

America-CV Network Case, and (iv) Claim No. 1-1 in the Caribevision Case.”

6 The Court cites entries on the Main Case docket as “Main Case ECF #”.

7 A fully executed copy of the Romay Settlement is attached to the Complaint (ECF #1) as Exhibit 

A. 

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to accept the Plan; (4) the Debtor will assign its fraudulent transfer claims 

against Mediaset in the amount of $10 million (the “Fraudulent Transfer Claim”) 

to a liquidating trust (the “Liquidating Trust”) the sole beneficiaries of which are 

the Romay Parties; (5) that the beneficiaries of the Liquidating Trust will choose 

who will serve as the trustee of the Liquidating Trust pursuant to the terms and 

conditions of a Liquidating Trust Agreement; (6) the remaining balance of the 

Romay Claim, after application of the Romay Distribution, will be made solely 

from any recovery on the Fraudulent Transfer Claim; and (7) the Romay Parties 

shall not receive any other or further distributions on the Romay Claim under 

the Plan. 

The Romay Claim made up the largest single claim in Class 2 of the Plan

(general unsecured claims). Pursuant to the Plan, due to the Romay Settlement, 

the remaining claims in Class 2 would be paid 70% of any allowed claim. 

The Plan provided: 

On the Effective Date of the Plan, (i) the Liquidating Trust shall 

be created and shall be governed by the terms of the Liquidating 

Trust Agreement, (ii) the Liquidating Trust Assets shall vest in, and 

be transferred to, the Liquidating Trust, which Liquidating Trust 

shall constitute, be appointed as and be deemed a 

representative of the Estates pursuant to and in accordance with 

the terms of Section 1123(b)(3)(B) of the Bankruptcy Code solely 

for the benefit of the Romay Parties, and (iii) the Liquidating 

Trust, through the Liquidating Trustee, is and shall be authorized 

and appointed to investigate, prosecute, enforce, pursue and settle 

the Cause of Action to avoid and recover the Mediaset Transfer

under and pursuant to Chapter 5 of the Bankruptcy Code and 

applicable non-bankruptcy law, together with the proceeds thereof. 

Article V.B. of the Plan (emphasis added). All of the general unsecured creditors 

that filed ballots voted in favor of the Plan. No creditor objected to the fact that 

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the Romay Claim was treated differently than the other general unsecured 

creditors. No party in interest objected to the Romay Settlement or to the 

provisions of the Plan relating to the Liquidating Trust. 8 

On June 3, 2020, the Bankruptcy Court entered its order confirming the 

Plan (Main Case ECF #272) (the “Confirmation Order”). The Confirmation Order 

provided: 

Article V of the Station Group Plan provides for the creation of a 

Liquidating Trust which shall constitute and be deemed a 

representative of the Reorganized Debtor in accordance with 

the terms of Section 1123(b)(3)(B) of the Bankruptcy Code with 

respect to certain claims and causes of action as set forth in more 

detail in the Station Group Plan. 

Confirmation Order at 10 (emphasis added). 

The beneficiaries of the Liquidating Trust chose Omar Romay to serve as 

the Liquidating Trustee. On February 24, 2021, Omar Romay, acting as the duly 

appointed Liquidating Trustee, initiated this adversary proceeding by filing the 

Complaint9 against Mediaset to avoid and recover the $10 million transfer 

pursuant to 11 U.S.C. §§548 and 550. 

8 In its Reply, Mediaset argues it did not receive “adequate notice” of the Plan or the confirmation 

hearing. Mediaset was not a scheduled creditor or equity holder and did not file a claim in the 

Debtor’s or Affiliated Debtors’ bankruptcy cases. Mediaset was later added to the Debtor’s 

schedules as a “notice only” party after the Romay Settlement was reached. Whether and how 

Mediaset received notice of the Plan is irrelevant to resolution of the issue before the Court. 

Mediaset had no standing to object to the Plan, the creation of the Liquidating Trust, or the 

treatment of the Romay Claim. Any Mediaset objection to the Liquidating Trustee’s standing to 

prosecute this action necessarily could only be raised by Mediaset if and when Mediaset was 

sued.

9 Complaint to Avoid Transfer and to Recover Property (ECF #1) (the “Complaint”).

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On January 5, 2024, Mediaset filed several motions for summary 

judgment including this Standing Motion, asserting that Romay does not have 

standing to bring the Fraudulent Transfer Claim. 

ANALYSIS 

“Summary judgment pursuant to Rule 56 of the Federal Rules of Civil 

Procedure and Rules 7056 and 9014 of the Federal Rules of Bankruptcy 

Procedure is appropriate when there exists no genuine issue of material fact and 

a decision may be rendered as a matter of law.” In re Ortega T., 573 B.R. 284, 

290-91 (Bankr. S.D. Fla. 2017). “An issue of fact is ‘material’ if it is a legal 

element of the claim under the applicable substantive law which might affect the 

outcome of the case.” Allen v. Tyson Foods, Inc., 121 F.3d 642, 646 (11th Cir.

1997). In considering a motion for summary judgment, the Court must construe 

all facts and draw all reasonable inferences in the light most favorable to the 

nonmoving party. Id. The party moving for summary judgment has the burden 

of demonstrating that no genuine issue as to any material fact exists and that 

the movant is entitled to judgment as a matter of law. Celotex Corp. v. Catrett, 

477 U.S. 317, 322-23 (1986). Once the moving party meets that burden, the 

burden shifts to the non-movant, who must present specific facts showing that 

there exists a genuine dispute of material fact. Walker v. Darby, 911 F.2d 1573, 

1576 (11th Cir. 1990). “A mere ‘scintilla’ of evidence supporting the opposing 

party's position will not suffice; there must be enough of a showing that the jury 

could reasonably find for that party.” Id. at 1577 (citing Anderson v. Liberty 

Lobby, 477 U.S. 242, 252 (1986)). At the summary judgment stage, the Court 

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will not weigh the evidence or find facts; rather, the Court determines only 

whether there is sufficient evidence upon which a reasonable juror could find for 

the nonmoving party. Morrison v. Amway Corp., 323 F.3d 920, 924 (11th Cir. 

2003). If there are no material facts in dispute, and only a purely legal question 

remains to be decided by the Court, then granting summary judgment is 

appropriate. Anderson, 477 U.S. at 247–48. 

Both parties agree that there are no genuine issues of material fact with 

respect to the standing issue and that the Court need only decide questions of 

law. For the reasons set forth herein, the Court finds that the Liquidating 

Trustee has standing to prosecute this avoidance action against Mediaset.

Under 11 U.S.C. §548, the bankruptcy trustee (or debtor in possession) 

has the power to avoid fraudulent transfers incurred by the debtor within two

years of the petition date. Where the trustee succeeds in avoiding a transfer 

under section 548, he may “recover, for the benefit of the estate, the property 

transferred, or . . . the value of such property” from the initial, immediate, or 

mediate transferee. 11 U.S.C. §550(a) (emphasis added).

A chapter 11 plan of reorganization may “provide for . . . the retention and 

enforcement by the debtor, by the trustee, or by a representative of the estate

appointed for such purpose, of any . . . claim or interest” belonging to the debtor 

or the estate. 11 U.S.C. §1123(b)(3)(B). “Thus, it is a well-settled principle that 

avoidance powers may be assigned to someone other than the debtor or trustee 

pursuant to a plan of reorganization.” Zahn v. Yucaipa Capital Fund, 218 B.R. 

656, 662 (D.R.I. 1998) (internal citations and quotations omitted). 

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Under section 1123(b)(3)(B), a liquidating trustee seeking to assert an 

avoidance claim must “establish that (i) she was appointed, and (ii) she is a 

representative of the estate.” Tolz v. Fowler White Boggs, P.A. (In re Key 

Developers Group, LLC), 434 B.R. 712, 715 (Bankr. M.D. Fla. 2010). The showing 

of appointment “is satisfied if the court has confirmed a plan that provides for 

the appointment of a representative to enforce the claim.” Guttman v. Martin (In 

re Railworks Corp.), 325 B.R. 709, 718 (Bankr. D. Md. 2005). Mediaset concedes 

that Plaintiff is the duly appointed Liquidating Trustee but argues that because 

the Fraudulent Transfer Claim is being prosecuted solely for the benefit of the

Romay Parties and not for the benefit of the estate10, the Liquidating Trustee is 

not acting as a representative of the estate.

In determining whether the Liquidating Trustee is acting as a 

representative of the estate, the statute “requires the court to decide whether a 

successful recovery by the appointed representative would benefit the debtor's 

estate and particularly, the debtor’s unsecured creditors.” Id. (internal citations 

and quotations omitted). “The fundamental principle underlying this 

requirement is that ‘post-petition avoidance actions should be pursued in a 

manner that will satisfy the basic bankruptcy purpose of treating all similarly 

situated creditors alike; one or more similarly situated creditors should not be 

able to pursue an avoidance action for their exclusive benefit.” Retail Mktg. Co. 

v. King (In re Mako, Inc.), 985 F.2d 1052, 1056 (10th Cir. 1993) (quoting Citicorp 

10 See 11 U.S.C. §550(a). 

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Acceptance Co. v. Robison (In re Sweetwater), 884 F.2d 1323, 1328 (10th Cir. 

1989)).

Mediaset argues the Plaintiff lacks standing under sections 550(a) and 

1123(b)(3)(B) to bring this avoidance action because any recovery by the Plaintiff 

would go solely to the Romay Parties and therefore this action is not for the 

benefit of the estate. Mediaset acknowledges that all unsecured creditors need 

not benefit but cites to In re Kroh Bros. Dev. Co., where that court recognized “the 

long line of cases . . . holding that the avoiding powers cannot be transferred to 

a single creditor or group of creditors for their sole benefit.” Kroh Bros. Dev. Co. 

v. United Missouri Bank of Kansas City, N.A. (In re Kroh Bros. Dev. Co.), 100 B.R. 

487, 499 (Bankr. W.D. Mo. 1989) (emphasis added). Mediaset argues that 

because none of the Plaintiff’s recoveries will go to the other unsecured creditors, 

there is no benefit to the estate. 

Mediaset primarily relies on three circuit cases. However, those cases are 

easily distinguishable in that all involved situations where creditors filed Chapter 

5 avoidance actions without receiving any kind of bankruptcy court authority or 

without being appointed pursuant to section 1123(b)(3)(B). See Nebraska State 

Bank v. Jones, 846 F.2d 477 (8th Cir. 1988) (holding that a single creditor lacked 

standing to file adversary proceedings in the bankruptcy case seeking to set aside 

fraudulent conveyances of property); Saline State Bank v. Mahloch, 834 F.2d 690 

(8th Cir. 1987) (holding that a single creditor who sought to avoid perfection of 

lien under 11 U.S.C. §544(a) did not have standing to do so); Delgado Oil Co., 

Inc. v. Torres, 785 F.2d 857 (10th Cir. 1986) (holding that the Bankruptcy Code 

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prohibited the continuation of a pre-petition avoidance action of a preferential 

transfer initiated by an individual creditor against the corporate debtor once the 

corporate debtor filed for bankruptcy. The court noted that the right to recover 

a corporate debtor’s transfer of its assets which results in the preference of one 

or more creditors over others rested solely with the bankruptcy trustee once the 

bankruptcy was filed.)

The law is clear that the determination of whether an action is for the 

benefit of the estate is decided “on a case-by-case basis.” Zahn, 218 B.R. at 663.

Generally, “courts have interpreted ‘benefit’ broadly.” Id. A “benefit to the estate” 

is not focused solely on the eventual recovery itself. See Official Committee of 

Unsecured Creditors of Maxwell Newspapers, Inc. v. MacMillan, Inc. (In re Maxwell 

Newspapers, Inc.), 189 B.R. 282, 287 (Bankr. S.D.N.Y. 1995) (“This is not to say 

that unsecured creditors must benefit from a favorable result in the avoidance 

action; the benefit may come from the transfer of the claim itself through, for 

example, settlement yielding a benefit to the unsecured creditors”).

The benefit to the estate can be indirect. See id.; Temex v. Hastie and 

Kirschner (In re Amarex), 96 B.R. 330, 334-35 (W.D. Okla. 1989) (The court found 

that unsecured creditors, and therefore the bankruptcy estate, benefitted where

a preference action was transferred to the successor of the debtor, in 

consideration for which, among other things, unsecured creditors received stock 

in the successor’s parent corporation on account of their unsecured claims. The 

court held that the successor’s recovery in the preference action, while directly 

increasing the successor’s own assets, would also benefit successor’s parent 

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corporation and, consequently the debtor’s unsecured creditors through their 

ownership interests in the parent corporation). 

Moreover, a benefit to the estate may occur prior to an avoidance recovery.

See In re Maxwell Newspapers, Inc., 189 B.R. at 287 (holding the estate benefited 

where plaintiff was granted right to pursue avoidance claims in exchange for 

withdrawing $93,000,000 in claims against the estate).

In this case, the Debtor’s estate, indeed, the Affiliated Debtors’ estates as 

well, benefitted because the general unsecured creditors benefitted due to the 

resolution and treatment of the Romay Claim resulting in the other unsecured 

creditors receiving a 70% distribution on account of any allowed claim, a 

recovery that would not have been possible otherwise. The Romay Settlement 

was an integral part of the Plan and absent the Romay Settlement, the general 

unsecured creditors would have received little or no recovery on account of their 

claims. Indeed, in the absence of the Romay Settlement it is possible the plans 

in each of the cases could not have been confirmed.

Because the creation of the Liquidating Trust and the Debtor’s 

assignment of the Fraudulent Transfer Claim provided a benefit to the estate, 

and because the Liquidating Trustee is acting as a representative of the estate, 

the Liquidating Trustee has standing to prosecute the Fraudulent Transfer 

Claim.11

11 Nothing in this Opinion is intended to resolve the ongoing debate regarding whether the 

purchaser of a Chapter 5 avoidance claim pursuant to a section 363 sale has standing to 

prosecute that purchased claim. The Court will address that issue if and at such time as the 

issue presents itself. It does not do so here. 

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Accordingly, for the reasons set forth above, it is ORDERED:

1. The Standing Motion is DENIED.

2. The Liquidating Trustee has standing to pursue the Fraudulent 

Transfer Claim against Mediaset.

###

Copies to: 

Patricia A. Redmond, Esq.

Monique D. Hayes, Esq. 

Attorney Hayes is directed to serve a copy of this Order on interested parties 

who do not receive service by CM/ECF, and file a proof of such service within two 

(2) business days from entry of the Order.

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