UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

WEST PALM BEACH DIVISION

www.flsb.uscourts.gov

IN RE:

HALS REALTY ASSOCIATES LIMITED Case No.: 20-13103-MAM

PARTNERSHIP,

Chapter 11 

Debtor. 

_________________________________/ 

ORDER APPROVING SALE OF DEBTOR’S COMMERCIAL 

REAL PROPERTY TO RHINEBECK REALTY LLC FREE AND 

CLEAR OF ALL LIENS, CLAIMS, AND ENCUMBRANCES (ECF NO. 125) 

THIS MATTER came before the Court for final hearing on December 11, 2020 at 10:00 

a.m. EST (the “Final Sale Hearing”) upon the Chapter 11 Trustee’s Motion for Entry of Order

Approving Bidding Procedures and Sale of Debtor’s Commercial Real Property Free and Clear 

of All Liens, Claims, and Encumbrances and Granting Related Relief [ECF No. 125] (the 

“Motion”) filed by Michael I. Goldberg (the "Trustee"), the Chapter 11 Trustee of Hals Realty 

Associates Limited Partnership (the “Debtor”), and the Order Granting Sale Motion, Related 

Mindy A. Mora, Judge

United States Bankruptcy Court

Entered as modified by Judge Mora.

_____________________________________________________________________________

ORDERED in the Southern District of Florida on December 21, 2020.

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Relief, and Approving Bidding Procedures and Sale of Debtor’s Commercial Real Property Free 

and Clear of All Liens, Claims, and Encumbrances [ECF No. 134] (the “Bid Procedures Order”). 

Having reviewed the Motion, the unrebutted Sworn Declaration of Michael I. Goldberg

(ECF No. 147) in support of the Motion, the unrebutted proffers of David Sorbaro on behalf of 

Rhinebeck Realty LLC, the entire record in this Bankruptcy Case, having heard the argument of 

counsel and being otherwise fully advised in the premises, for the reasons stated on the record 

the Court FINDS and CONCLUDES as follows: 

A. The findings and conclusions set forth herein constitute the Court’s findings of

fact and conclusions of law.1

B. The Court has jurisdiction over the Motion pursuant to 28 U.S.C. §§ 157 and

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

of this case and the Motion in this district is proper under 28 U.S.C. §§ 1408 and 1409. 

C. The predicates for the relief sought in the Motion are 11 U.S.C. §§ 105, 363 and

365 and Federal Rules of Bankruptcy Procedure 6004 and 6006. 

D. Due and adequate notice of the Motion and the Bid Procedures Order and of the

relief requested therein has been given in accordance with the provisions of 11 U.S.C. §§ 102(1), 

363 and 365, and Federal Rule of Bankruptcy Procedure 2002, 6004, 6006, and 9014. No other 

or further notice of the Motion or Bid Procedures Order is or will be required. Such notice is 

evidenced in the certificates of service attached to the Motion and at ECF Nos. 129 and 135. 

E. The Asset Purchase Agreement (the “APA”) attached to the Motion as Exhibit A

between the Debtor and Rhinebeck Realty LLC (the “Buyer”) for the purchase of the Property

defined therein for the cash price of $21,000,000 and the assumption of Unexpired Leases (the 

1 To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such. 

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“Purchase Price”) was the result of arm’s-length, good-faith negotiations, and did not involve an 

agreement among potential bidders to control the sale price or other collusion. 

F. The Property (as such term is defined in the APA), including the real property

located at 401-411 South County Road and 175 Worth Avenue, Palm Beach County, Florida, are 

property of the Debtor’s bankruptcy estate under 11 U.S.C. § 541 and the Trustee has the 

requisite authority to convey the Property on behalf of the Debtor's estate. 

G. The Trustee and the Buyer are proceeding in good faith, and the sale

contemplated in the APA is being proposed in good faith. 

H. The Buyer is unrelated to the Trustee, the Debtor or any of Debtor’s current

management, agents, representatives, or professionals. The Buyer is also unrelated to the 

Debtor’s past and present principals and owners. 

I. The Buyer is neither a successor nor a continuation of the Debtor.

J. There is a sound business justification for the sale of the Property, and the

Purchase Price is fair and reasonable.

K. A sale pursuant to 11 U.S.C. § 363(b) and (f) is the only current viable alternative

for preserving and capturing the value of the Property for the benefit of the Debtor’s estate.

L. The APA and the transactions thereunder or in connection therewith, including,

without limitation, any assumption and assignment of executory contracts or unexpired leases, 

are not being entered into to escape liability for the estate’s debts. 

M. The Trustee's review of the available public records evidences the following

alleged potential claims, liens, interests and encumbrances relating to the Property (collectively, 

the “Liens and Other Encumbrances”): 

i. Lien of Bank of America, N.A. by reason of that certain Amended and

Restated Mortgage, Security Agreement and Fixture Filing and Assignment of

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Leases, Rents and Agreements executed by Hals Realty Associates Limited

Partnership, a Connecticut limited partnership, Mortgagor, in favor of DB 

Private Wealth Mortgage Ltd., Mortgagee, dated July 31, 2009, in the original 

principal amount of $5,602,547.11, recorded August 12, 2009 in Official 

Records Book 23385, Page 508, as amended by First Mortgage Modification

Agreement recorded February 14, 2013 in Official Records Book 25797, Page 

539, as assigned to Bank of America, N.A., a national banking association, by 

Assignment of Notice of Future Advance and Amended and Restated 

Mortgage and Security Agreement recorded August 14, 2014 in Official 

Records Book 26955, Page 85, as amended and restated by that certain 

Second Amended and Restated Mortgage, Security Agreement, Fixture Filing 

and Notice of Future Advance executed by Hals Realty Associates Limited 

Partnership, a Connecticut limited partnership, Mortgagor, in favor of Bank of

America, N.A., a national banking association, Mortgagee, dated July 31, 

2014, in the original principal amount of $5,000,000.00, recorded August 04, 

2014 in Official Records Book 26955, Page 88, and release of the following 

collateral security instrument(s): a) Assignment of Lessor's Interest in Leases 

recorded August 04, 2014, in Official Records Book 26955, Page 112. UCC-1 

Financing Statement recorded September 05, 2014, in Official Records Book 

27021, Page 1588, as continued by that certain UCC-3 Financing Statement 

recorded May 03, 2019, in Official Records Book 30587, Page 1896. 

ii. Interest of JPMorgan Chase Bank, N.A. by reason of the right of first refusal

and/or option to purchase as set forth in that certain Memorandum of Lease

by and between Hals Realty Associates Limited Partnership, a Connecticut

limited partnership, and JPMorgan Chase Bank, N.A., a national banking

association, recorded October 30, 2013, in Palm Beach County Official

Records Book 26419, Page 36; which right of first refusal and / or option to

purchase has expired by its terms;

iii. Lien or interest of Gallery Place Condominium Association, Inc. by reason of

all assessments and fees, including special assessments or payments;

iv. Lien or interest of Palm Beach County, Florida by reason of any outstanding

taxes or assessments; and

v. Lien or interest of S.M.S. Co. by reason of that certain Final Money Judgment

against Hals Realty Associates, Limited Partnership, recorded September 22,

2020, in Palm Beach County Official Records Book 31767, Page 1154.

N. The Court finds there are (a) no parties in possession of the Property other than

the Trustee for the Debtor’s estate, (b) there are no encumbrances upon the Property other than 

as set forth in paragraph M, (c) there are no unrecorded assessments due and payable, and (d) 

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there have been no improvements made on the Property within the last 90 day period for which 

there remain any outstanding and unpaid bills for labor, materials, or supplies for which a lien or 

liens may be claimed. 

O. No holder of any lien, claim, interest, or encumbrance, including the holders of

the Liens and Other Encumbrances (collectively, the “Interest Holders”), objected to the Motion, 

and therefore, all Interest Holders have consented to the sale of the Property to the Buyer free 

and clear of all interests, claims, liens, and encumbrances. Accordingly, the sale of the Property 

free and clear of all liens, claims, interests, and encumbrances is appropriate pursuant to 11 

U.S.C. § 363(f)(2). 

P. The Purchase Price for the Property exceeds the aggregate value of all liens on the

Property. Accordingly, the sale of the Property free and clear of all liens is appropriate pursuant 

to 11 U.S.C. § 363(f)(3). 

Q. The Buyer would not have entered into the APA and will not consummate the

transactions contemplated thereunder, thus adversely affecting the Debtor’s estate and creditors, 

if the sale of the Property is not to be entirely free and clear of all interests of any kind 

whatsoever, or if the Buyer will, or in the future could, be liable for any such interests (except for 

obligations expressly assumed in the APA). 

R. The Debtor has three unexpired leases (“Unexpired Leases”) with the following

tenants:

a. The July 20, 2012 lease agreement between JP Morgan Chase Bank N.A.

(“Chase”) and the Debtor for a portion of the 401-411 Parcel with the address of

411 South County Road, Palm Beach, FL 33480 (the “Chase Lease”) and any

amendments thereto. Chase further had a right of first refusal pursuant to the

Chase Lease in regards to any offers made for the purchase of the 401-411 Parcel

and had 45 days from the notice of any offer to purchase the 401-411 Parcel to

match the offer (the "Chase ROFR"). The Court has entered an order finding that

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the Chase ROFR was not timely exercised and therefore expired and the Court so 

finds for purposes of this order as well. 

b. The 1998 lease agreement between the United States Postal Service and

the Debtor for a portion of the 401-411 Parcel with the address of 401 South

County Road, Palm Beach, FL 33480 (the “USPS Lease”) and any amendments

thereto.

c. The December 7, 2000 lease agreement between Tourneau Jewelers Inc.

and the Debtor for a portion of the 401-411 Parcel with the address of 175 Worth

Avenue, Palm Beach, FL 33480 (the “Tourneau Lease”) and any amendments

thereto.

S. The Trustee served each tenant with the Estoppel Certificate attached as Exhibit F

to the APA. No party interposed any objection to the assignment of the Unexpired Leases or 

asserted any Debtor default under the leases.

T. Except as otherwise provided herein, all of the Debtor’s title and interests in the

Property to be acquired by the Buyer under the APA will be, as of the closing of the sale of the 

Property transferred to and vested in the Buyer. Upon the occurrence of the closing and except 

as otherwise provided herein, this Order will be considered and constitute for any and all 

purposes a full and complete general assignment, conveyance and transfer of title to the Property 

acquired by the Buyer under the APA and/or a bill of sale or assignment transferring good and 

marketable, indefeasible title and interest in the Property to the Buyer. 

U. S.M.S. Co. alleges a secured claim (“SMS Claim”) by reason of the judgment lien 

referenced in paragraph M(v). At the Final Sale Hearing, the Court granted authority for, and all

parties in attendance consented to, the Trustee’s immediate satisfaction of the SMS Claim from 

any sale proceeds from the Property received by the Trustee. 

V. The sale and transactions contemplated by the APA are undertaken by the Buyer

in good faith, as that term is used in 11 U.S.C. § 363(m). The Buyer is a purchaser in good faith 

of the Property and is entitled to all of the protections afforded by 11 U.S.C. § 363(m). 

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W. The Buyer entered into the proposed sale without collusion, in good faith, and

from an arm’s length bargaining position, and has not violated 11 U.S.C. § 363(n) by any action 

or inaction, and the APA does not violate the provisions of 11 U.S.C. § 363(n). The Trustee and 

the Buyer have not engaged in any conduct that would cause or permit the APA to be avoided 

under 11 U.S.C. § 363(n). 

X. The Chase ROFR was not exercised by Chase prior to the November 15, 2020

deadline set by this Court and is of no further validity or effect as to the Trustee's conveyance of 

the Property to the Buyer. 

Accordingly, it is ORDERED AND ADJUDGED that: 

1. The Motion [ECF No. 125] is GRANTED as set forth herein.

2. Any interested party that has not filed a written objection to the Motion is deemed

to consent to the sale of the Debtor’s Property to the Buyer under the terms of the APA and this 

Order.

3. Any remaining objections to the Motion asserted prior to or at the Sale Hearing

are OVERRULED in toto. 

4. The APA is APPROVED, and the parties thereto are authorized to immediately

close and effectuate the sale of the Property and all transactions set forth therein. The Buyer is 

specifically authorized to assign its interest to a special purpose entity that is owned or controlled 

by Buyer or Buyer’s member prior to closing and all references to Buyer in this order will 

include its assigns. 

5. The provisions of this Order will be binding upon and inure to the benefit of the

Buyer and the Trustee and their respective successors and assigns (including any trustee or other 

estate representative appointed as a representative of the Debtor’s estate or any estate in any 

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successor cases). No third parties are intended to be or will be deemed to be third party 

beneficiaries of this Order.

6. Pursuant to 11 U.S.C. § 363(m), the reversal or modification on appeal of the

authorization provided herein to consummate the sale and any transactions related to the sale will 

not affect the validity of the sale of the Property to the Buyer or its assigns, unless such 

authorization is duly stayed pending such appeal. 

7. Pursuant to 11 U.S.C. §§ 363(f)(2) and (3) and except as otherwise provided

herein, upon entry of this Order and compliance with the requirements to close set forth herein 

and in the APA, the transfer of the Debtor’s right, title, and interests in the Property to the Buyer 

will be in all respects a valid, legal and effective transfer of Property to the Buyer, under Section 

363(f) of the Bankruptcy Code, free and clear of all liens (as that term is defined in section 

101(37) of the Bankruptcy Code), claims (as that term is defined in section 101(5) of the 

Bankruptcy Code), interests or encumbrances of any kind or nature whatsoever, including (but 

not limited to): (a) liens and claims that purport to give to any party a right or option to effect any 

forfeiture, modification, right of first refusal, or termination of the Debtor's interest in the 

Property, or any similar rights, (b) liens and claims relating to taxes arising under, out of, in 

connection with, or in any way relating to the operation of Property prior to closing, and (c) (i) 

all mortgages, deeds of trust, security interests, conditional sale or other title retention 

agreements, pledges, liens, judgments, demands, encumbrances, rights of first refusal, or charges 

of any kind or nature, including, but not limited to, any restriction on the transfer, receipt of 

income or other exercise of any attributes of ownership, and (ii) all debts arising in any way in 

connection with any agreements, acts, or failures to act, of the Debtor or any of the Debtor’s 

predecessors or affiliates, claims, obligations, liabilities, demands, guaranties, options, rights, 

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contractual or other commitments, restrictions, interests, and matters of any kind and nature, 

whether known or unknown, contingent or otherwise, whether arising prior to or subsequent to 

the commencement of this case, and whether imposed by agreement, understanding, law, equity, 

or otherwise, including (but not limited to) claims otherwise arising under doctrines of successor 

liability (collectively, “Interests”). 

8. The sale of the Property to the Buyer will be free and clear of any claims of

successor liability. The Buyer, as the result of any action taken in connection with the purchase 

of the Property, will not be deemed to (a) be the successor of the Debtor; (b) have, de facto or 

otherwise, merged with or into the Debtor; (c) be a mere continuation or a substantial 

continuation of the Debtor or for payment of any benefit(s) accruing to the Debtor; (d) be a 

successor in interest to the Debtor under any theory of successor liability for employee-related 

claims against the Debtor and/or its principal brought under the Fair Labor Standards Act; or (e) 

be a successor of or to the Debtor for any other type of claims, interests or causes of action 

against the Debtor or the Property of any kind whatsoever. 

9. Any liens, claims, interests, or encumbrances which may exist, including but not

limited to the Liens and Other Encumbrances, the claims included in the Debtor’s schedules and 

proofs of claims filed against the Debtor, will attach to the net proceeds of the sale of the 

Property in the order of their priority, with the validity, force and effect that they now have, if 

any, against the Property, subject to the rights, claims, defenses and objections of the Debtor and 

all interested parties with respect to such liens, claims, interests, or encumbrances, and further 

subject to the terms of any chapter 11 plan filed in this case and confirmed by the Court. 

10. The Trustee’s assumption and assignment of the Unexpired Leases to the Buyer is

approved. Upon the Trustee’s execution of assignments of the Unexpired Leases to the Buyer, 

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the Unexpired Leases will be assigned to the Buyer. 

11. The Buyer is authorized to execute any document necessary to release, extinguish,

discharge, or avoid any liens, claims, interests, or encumbrances any party continues to assert 

against the Property or Buyer subsequent to the entry of this Order. 

12. The Buyer is authorized to obtain any further order from this Court to release,

extinguish, discharge, or avoid any liens, claims, interests or encumbrances arising prior to the 

date of closing by any party who continues to assert against the Property any such lien, claim, 

interest or encumbrance subsequent to the entry of this Order. 

13. All Interests Holders asserting liens, claims, interests or encumbrances against the

Property are hereby enjoined from continuing to assert such liens, claims, interests or 

encumbrances against the Property or the Buyer subsequent to the entry of this Order. 

14. If any person or entity that has filed financing statements, mortgages, mechanic's

liens, lis pendens, or other documents or agreements evidencing liens, claims, interests, or 

encumbrances in the Property have not delivered to the Debtor prior to the closing of the sale of 

Property, in proper form for filing and executed by the appropriate parties, termination 

statements, instruments of satisfaction, releases of all interests which the person or entity has 

with respect to the Property, then following closing of the sale of the Property to the Buyer, (a) 

the Debtor is authorized to execute and file such statements, instruments, releases, and other 

documents on behalf of the person or entity with respect to the Property, and (b) the Buyer is 

authorized to file, register, or otherwise record a certified copy of this Order in the public records 

of Palm Beach County which, once filed, registered, or otherwise recorded, will constitute 

conclusive evidence of the release of all claims, liens, interests, and encumbrances in the 

Property of any kind or nature whatsoever. 

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15. All other terms and conditions set forth in the APA are incorporated herein by

reference. The failure to include any particular provisions of the APA in this Order will not 

diminish or impair the effectiveness of such provisions, it being the intent of the Court that the 

APA be authorized and approved in its entirety, as set forth herein. 

16. Subject to the terms of this Order and the APA, the Trustee is authorized and

directed to execute, deliver, receive, exchange and record any and all documents and instruments 

necessary to effectuate the sale of the Property pursuant to the terms of the APA. 

17. The Trustee will serve as the disbursing agent at closing and will be responsible

for disbursing all funds reasonably necessary to satisfy all closing costs, any allowed secured 

claims with an interest against the Property, including the SMS Claim, and any Court-awarded 

professional administrative expense claim, with the exception that all title insurance premiums, 

and any buyer-broker fees, will be disbursed directly by the escrow agent from the closing 

proceeds.

18. The Trustee has full power and authority and is instructed to execute the

documents contemplated in the APA, including without limitation any conveyance deeds and bill 

of sale, together with any other documents as may reasonably be required to implement and 

consummate the sale of the Property by the Trustee to the Buyer and the transactions 

contemplated under the APA, which actions have been duly and validly authorized by the 

Debtor, and the Debtor, acting through the Trustee, has all the power and authority necessary to 

consummate the transactions contemplated in this Order. 

19. The Trustee will immediately serve a copy of this Order pursuant to Bankruptcy

Rules 6004(a), (c), 6006, and 2002(a)(2) upon: a) the Office of the United States Trustee; b) all 

creditors of the Debtor; c) all Interest Holders asserting a claim, lien, encumbrance or interest on 

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or in the Debtor’s assets; d) all counterparties to the Unexpired Leases, and e) all parties who 

have requested notices pursuant to Rule 2002. 

20. The Court retains jurisdiction to enforce and implement the terms and provisions

of the APA, all amendments and modifications thereto, any waivers and consents thereunder, and 

of each of the agreements executed in connection therewith in all respects, including, but not 

limited to, retaining jurisdiction to: a) subject to the terms and conditions of the APA and this 

Order, compel delivery of the Property to the Buyer or its assigns; b) compel delivery of the 

Purchase Price by the Buyer, or its assigns, or performance of other obligations of the Buyer, or 

its assigns, contained in the APA or agreements executed by the Trustee in connection therewith; 

c) compel performance of all obligations of the Debtor contained in the APA; d) resolve any

disputes arising under or related to the APA, except as otherwise provided therein; and e) 

interpret, implement, and enforce the provisions of this Order. 

21. The Court expressly waives the stay requirement enumerated in Federal Rule of

Bankruptcy Procedure 6004(h) such that entry of this Order will not be subject to an automatic 

fourteen (14) day stay and such that this Order is effective immediately. Notwithstanding the 

possible applicability of Federal Rule of Bankruptcy 6006(d), the terms and conditions of this 

Order will be immediately effective and enforceable upon its entry.

### 

Submitted by: 

Eyal Berger, Esq. 

Florida Bar No. 11069 

eyal.berger@akerman.com

AKERMAN LLP

201 East Las Olas Boulevard, Suite 1800 

Fort Lauderdale, FL 33301 

Tel: 954-463-2700/Fax: 954-463-2224 

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Eyal Berger is directed to serve a copy of this Order on all parties in interest and to file a 

certificate of service.

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