Daniel J. Stermer v. Old Republic National Title Insurance Company, et al
- Case Type:
- Business
- Case Status:
- Affirmed
- Citation:
- 23-10850 (11th Circuit, Nov 24,2025) Published
- Tag(s):
-
- Ruling:
- The Eleventh Circuit affirmed the bankruptcy court's ruling that the debtor transferred intangible assets for reasonably equivalent value, as the bankruptcy court did not err in excluding the Creditor Trustee's valuation expert and opinion post-trial, and held that the bankruptcy court properly rejected the Creditor Trustee's successor liability and alter ego claims on summary judgment.
- Procedural context:
- Pursuant to confirmed a plan of reorganization, Daniel Stermer was appointed as the Creditor Trustee to pursue claims for the benefit of creditors. The Creditor Trustee filed a complaint, seeking to avoid and recover the transfer of the intangible assets pursuant to section 548(a)(1) of the Bankruptcy Code and chapter 726 of the Florida Statutes. The Creditor Trustee also pursued alter ego and successor liability claims. The defendants filed a motion for summary judgment, and the Creditor Trustee filed a motion for partial summary judgment. The bankruptcy court conducted a six-day bifurcated trial on whether the debtor received reasonably equivalent value for the assets that it transferred to the OR defendants. Post-trial, the bankruptcy court excluded the Creditor Trustee's valuation expert and concluded that the Creditor Trustee had not met his burden of proof. The bankruptcy court disposed of the remaining claims on summary judgment, finding that the Creditor Trustee failed to prove the debtor into the transaction with a fraudulent intent, based on the documented benefits to policyholders, and ATFS was not the debtor's successor in interest as a result of the lack of shared assets or continuity of ownership. The Creditor Trustee appealed, and the district court affirmed, concluding that the bankruptcy court did not err in excluding the expert's testimony and that the evidence supported the factual finding that the parties exchanged reasonably equivalent value in connection with the master agreement.
- Facts:
- Fifteen months prior to the petition date, at a time when the debtor was solvent, the debtor transferred its trade names and marks to parent company, Attorneys' Title Insurance Fund. The Creditor Trustee initiated an adversary proceeding, alleging that the defendants did not pay reasonably equivalent value for the debtor's cash and investments, intellectual property, and real estate. The Creditor Trustee also pursued successor liability claims, seeking a determination that ATFS was the alter ego of OR Holding and OR Companies. The Creditor Trustee retained an expert to render an opinion on the value of the debtor's intangible assets, and he opined that the value of the intangible assets totaled $80 million and the value of the title plant was $30 million. The expert also provided an opinion regarding the value of the debtor's option to exit the joint venture and reemerge as a title agent. The bankruptcy court partially granted the defendants' motion to exclude the expert's testimony, precluding the expert from testifying about the value of the reemergence option, but permitted the expert to testify about the value of the intangible assets and the title plant. After the conclusion of the trial, the bankruptcy court ruled that the Creditor Trustee had not established that the debtor did not receive less than reasonably equivalent value. The parties did not dispute that the debtor transferred tangible assets valued at $45 million and $57.2 million, in exchange for OR Title assuming the debtor's title insurance policy liabilities, which had a value between $45 million and $57.2 million. Posttrial, the bankruptcy court found that the expert's valuation was overinclusive, and included assets that the debtor did not possess as of the date of the master agreement. The bankruptcy court then addressed the pending summary judgment motions, ruling that the Creditor Trustee did not establish that the debtor entered the master agreement transactions with a fraudulent intent, and that the Creditor Trustee had not established the elements of an alter ego or successor liability claim.
- Judge(s):
- Rosenbaum, Newsom, and Abudu, Circuit Judges
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