UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

In re: Chapter 11

AVENTURA HOTEL PROPERTIES, LLC, Case No. 21-12374-BKC-RAM

TRIPTYCH MIAMI HOLDINGS, LLC, Case No. 21-12375-BKC-RAM

Debtors. (Jointly Administered

Under Case No. 21-12374-RAM)

_____________________________________/

OBJECTION OF QR TRIPTYCH, LLC TO DEBTORS’ MOTION FOR ENTRY OF AN 

ORDER (A) AUTHORIZING THE SALE OF REAL PROPERTY OF THE CHAPTER 

11 ESTATES FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES 

PURSUANT TO 11 U.S.C. §363; (B) ESTABLISHING BIDDING PROCEDURES AND 

SALE PROCESS S; (C) APPROVING ASSET PURCHASE AGREEMENT WITH 

INTEGRA REAL ESTATE, LLC; (D) SCHEDULING SALE HEARING; AND (E)

GRANTING RELATED RELIEF [ECF 94]

QR Triptych LLC (“QR”), by undersigned counsel, files this Objection to the motion 

described above (ECF 94) (the “Motion’) and states the following:

1. The Debtors seek to sell their property (as described in the Motion) free and clear 

of liens pursuant to 11 U.S.C. § 363(f). The Debtors allege that the subordinated mortgage and 

note held by QR is in bona fide dispute. It is not.

2. On May 19, 2021, QR filed Claim No. 6-1, a secured mortgage claim in the 

amount of $8,238,579.20, without interest and attorney’s fees and costs. QR’s mortgage was

duly recorded and has been recognized by the Debtors in their Schedules and in various in-court 

statements and court filings.

3. Nevertheless, on June 15, 2021, the Debtors commenced an adversary proceeding 

against QR and a related party, JQ Real Estate, LLC (Adv. Case No. 21-12374-RAM) seeking 

primarily the subordination of QR’s mortgage under 11 U.S.C. § 510(b) and § 510(c). The 

Debtors also included a claim objecting to QR’s Proof of Claim and avoidance claims.

Case 21-12374-RAM Doc 102 Filed 07/22/21 Page 1 of 3
4. On July 16, 2021, QR and JQ Real Estate, LLC filed their Answer and 

Affirmative Defenses (ECF 8 in the Adversary Proceeding). The allegations and defenses 

asserted in that pleading are incorporated herein by reference. QR did not engage in any 

inequitable conduct that could possible support equitable subordination, and it is not asserting a 

claim based on the breach of a repurchase agreement or similar agreement. QR was granted a 

valid mortgage in July 2018 securing a note duly executed by Debtor Aventura Hotel Properties, 

LLC (“AHP”). QR gave substantial value for its note and subordinated mortgage. Among other 

consideration, QR gave up a 25% equity interest in AHP.

5. That the Debtors claim a bona fide dispute does not mean a bona fide dispute 

actually exists. Although the Court does not have to finally resolve or determine the disputes

raised by the Debtors to authorize a sale free and clear, the Court must examine whether there is 

any objective basis for either a bona fide factual or legal dispute about the existence, validity and 

priority of the QR mortgage. In re TLFO, LLC, 572 B.R. 391 (Bankr. S.D. Fla. 2016).

6. Even if the Court were to find that an objective basis exists to find a “bona fide” 

dispute, the net sale proceeds from the proposed sale must be escrowed, and cannot be 

distributed, pending the resolution of the disputes. The Motion does not specify what the 

Debtors intend to do with the sale proceeds, other than distribute to the senior mortgage holder 

the amount it is entitled to receive, pursuant to a previously approved settlement agreement. All 

monies not distributed to LV, the senior mortgage creditor, must be retained by the Debtors, and 

QR’s lien must attach to those proceeds, pending the resolution of the disputes asserted to exist 

by the Debtors—if the Court finds those disputes to be bona fide under an objective analysis.

WHEREFORE, QR requests that the Court determine that the disputes asserted by the 

Debtors are not bona fide and provide that QR’s mortgage will continue to encumber the 

Case 21-12374-RAM Doc 102 Filed 07/22/21 Page 2 of 3
Debtors’ property following the sale or, in the alternative, in the event the Court finds a bona fide 

dispute, that all sale proceeds, other than the amount required to pay LV, be held by the Debtors 

and not disbursed until the Court finally resolves the adversary proceeding filed by the Debtors. 

Dated: July 22, 2021

/s/ James A. Timko

James A. Timko, Esq.

Florida Bar No.: 0088858

jtimko@shutts.com

Peter H. Levitt, Esq.

Fla. Bar No. 0650978

plevitt@shutts.com

SHUTTS & BOWEN LLP

300 South Orange Avenue, Suite 1600

Orlando, Florida 32801

Telephone: (407) 423-3200 

Fax: (407) 425-8316

Attorneys for QR Triptych, LLC

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on July 22, 2021, I electronically filed the foregoing document 

with the Clerk of the Court using CM/ECF which will send a notice of electronic filing to all 

counsel of record.

/s/ Peter H. Levitt

Peter H. Levitt

Case 21-12374-RAM Doc 102 Filed 07/22/21 Page 3 of 3