UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov 

 Chapter 11 

In re: Case No.: 21-12374-BKC-RAM 

 Case No.: 21-12375-BKC-RAM 

AVENTURA HOTEL PROPERTIES, LLC, 

TRIPTYCH MIAMI HOLDINGS, LLC, (Jointly Administered) 

 

 Debtors. 

____________________________________/ 

LIMITED OBJECTION AND RESERVATION OF RIGHTS 

OF FIFTEEN MIDTOWN PROPERTIES LLC

Fifteen Midtown Properties LLC ("Fifteen Midtown"), a party in interest of debtor 

Aventura Hotel Properties, LLC ("Debtor") by virtue of that certain recorded Parking Rights 

Agreement between Debtor and Fifteen Midtown granting easements over Debtor's real property 

("Parking Easement Agreement"), through undersigned counsel, hereby files its limited objection 

and reservation of rights with respect to Debtor's 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; (C) Approving Asset Purchase Agreement with Integra Real Estate, LLC; (D) Scheduling 

Sale Hearing; and (E) Granting Related Relief ("Motion") [D.E. 94]. In support of its limited 

objection and reservation of rights, Fifteen Midtown states: 

1. On July 7, 2014, the Debtor, as the servient owner, granted in favor of Fifteen 

Midtown, the adjacent owner, a perpetual and exclusive easement over the parking areas in the 

servient parcel owned by the Debtor. The parking easement is memorialized in the Parking 

Easement Agreement, a copy of which is attached as Exhibit C to the Contract for "As Is" Sale 

and Purchase of Vacant Land (the "Contract") attached as Exhibit A to the Motion. 

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2. The servient parcel is part of the Debtor's real property that is the subject of the 

Motion. 

3. Fifteen Midtown files this limited objection and reservation of rights as a 

prophylactic measure given the lack of clarity in the Motion as to whether any sale of the Debtor's 

real property will be subject to Fifteen Midtown's rights and interests under the Parking Easement 

Agreement. 

4. To be clear, Fifteen Midtown objects to any characterization of the Parking 

Easement Agreement as an executory contract subject to rejection under 11 U.S.C. §365(a). The 

same goes for any attempt by the Debtor to sell the servient parcel under §363 free and clear of 

Fifteen Midtown's easement. Fifteen Midtown's easement runs with the land and thus is not subject 

to sale under §363(f)(1). 

5. Fifteen Midtown acknowledges that a portion of section 7 of the Contract states: 

"The Buyer acknowledges and accepts that title shall be subject to and Buyer assumes permitted 

exceptions as set forth in Exhibit B." The Parking Easement Agreement is listed as one of the 

permitted exceptions in the title commitment attached to the Contract. 

6. Thus, if it is the intention of the Debtor to sell its real property under §363 to a 

buyer subject to the Parking Easement Agreement, then Fifteen Midtown has no objection to the 

relief requested in the Motion. 

* * * * 

 

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Dated: July 22, 2021. HOLLAND & KNIGHT LLP 

 Attorneys for Fifteen Midtown Properties LLC

701 Brickell Avenue, Suite 3300

Miami, Florida 33131 

Telephone: (305) 789-7763 

Facsimile: (305) 789-7799 

 E-mail: jose.casal@hklaw.com

E-mail: joaquin.alemany@hklaw.com 

 

By: /s/ Jose A. Casal 

Jose A. Casal 

Florida Bar No. 767522 

Joaquin J. Alemany 

Florida Bar No. 662380 

CERTIFICATE OF SERVICE 

 I HEREBY CERTIFY that on this 22nd day of July, 2021, a true and correct copy of the 

foregoing was served via electronic transmission on all CM/ECF registered users for this case. 

By: /s/ Jose A. Casal 

Jose A. Casal 

Case 21-12374-RAM Doc 103 Filed 07/22/21 Page 3 of 3