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pay certain employment taxes, which led the IRS to file a tax lien against the debtor. Originally, in 2000, the debtor's corporate name was Crystal Cascades, LLC. Later, in 2001, the debtor's name was changed to Crystal Cascades Civil, LLC. The IRS filed its tax liens in the name of Crystal Cascades, LLC, failing to include the 2001 change in the name. Post-petition, the properties were foreclosed upon and, after paying certain secured creditors, resulted in a surplus of $321,000, which is claimed by both the plaintiffs and the IRS. Issues: Whether a reasonable search of the relevant real property records would have revealed notice of the tax lien so that the lender's right is subordinated to the Internal Revenue Service. Rules: "Under the Federal Tax Lien Act, a tax lien is valid as against any subsequent purchaser or holder of a security interest, but only if "notice thereof which meets the requirements of [26 U.S.C. § 6323(f)]." Notice of the lien must identify the taxpayer. "A notice of a tax lien must be filed so that a reasonable search would uncover it." And each court should determine "whether a reasonable search would have put the searcher on notice of the errant tax lien notice." Holding: The tax lien did not properly identify the debtor and is therefore unenforceable as against the plaintiffs. Reasoning: Based on the testimony of the parties' experts, the court concluded that a regular title search in the relevant county would not have found the IRS tax lien notices. A reasonable search by a non-professional searcher would have "used the name from the grant deed that vested the property in the current owner, or any reasonable truncation of that name. That name is Crystal Cascades Civil, LLC." Also, a reasonable searcher does not need to take every action for the search to be reasonable. Finally, the court held the IRS did not elect to "redeem" the property since its lien is not effective against third parties and is therefore not estopped from asserting a claim to any portion of the proceeds.
Facts: The plaintiff, the post confirmation liquidating trust, filed four separate adversary proceedings asserting preference claims against the four different defendants. The four defendants, represented by the same counsel, filed four nearly identical motions to compel arbitration in the cases. The arbitration agreements all have nearly identical language. Issues: Whether the arbitration agreements are enforceable. Rules:
Holding: The arbitration agreements are not enforceable and the defendants' motions are denied. And, even assuming the arbitration agreements are enforceable, the court exercises its discretion to deny arbitration.
Reasoning: As a matter of circuit law, the arbitration agreements are unenforceable because the lawsuits are not derivative of the debtors. But, even assuming that the arbitration agreements are enforceable, arbitration is denied under the court's discretion since the adversary proceedings are core proceedings that are integral to the bankruptcy. Moreover, "facts common to many or most of the many hundreds of remaining adversary proceedings being prosecuted by the Liquidating Trust are likely to control the outcomes of these four adversary proceedings. Uniformity... is furthered by federal court litigation and not arbitration." To the extent the defendants are foreign entities, for the same reasons, the court also denies arbitration.
Facts: This is a motion by 37-02 Plaza, LLC (the "Debtor") a limited liability corporation organized
