Deutsche Bank AG, New York Branch v. HH Cleveland Huntington, L.P., an Ohio Limited Partnership et al.

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF OHIO
EASTERN DIVISION
DEUTSCHE BANK AG, NEW YORK
BRANCH,
Plaintiff,
v.
HH CLEVELAND HUNTINGTON, L.P.,
et al.,
Defendants.
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CASE NO. 1:25-cv-2332
JUDGE CHARLES E. FLEMING
MEMORANDUM OPINION AND
ORDER ON PLAINTIFF’S MOTION
FOR APPOINTMENT OF RECEIVER
Before the Court is Plaintiff Deutsche Bank AG, New York Branch’s Emergency Motion
to Appoint Receiver (“Receiver Motion”) (ECF No. 1-3). Defendants HH Cleveland Huntington,
L.P. and Frank Sinito filed an opposition, (ECF No. 20-1), and Plaintiff a reply in support, (ECF
No. 8-12). For the reasons discussed below, the Receiver Motion is GRANTED IN PART.
I. 	FACTUAL BACKGROUND 1
Defendant HH Cleveland Huntington, L.P. (the “Borrower”) is an Ohio limited partnership
who is the fee owner of the real property located at 925 Euclid Avenue, Cleveland, Ohio (PPN
101-36-001, 101-36-002, 101-36-013) (“Property”). (ECF No. 1-1, PageID #13–16, ¶¶ 2, 6; ECF
No. 1-3, PageID #304). On July 1, 2021, Plaintiff and the Borrower entered into a Loan Agreement
under which Plaintiff agreed to make a loan to the Borrower in the amount of $35,422,000 (“Loan
Amount”) for the purpose of converting the Property into a multifamily apartment housing facility
(the “Project”). (ECF No. 1-1, PageID #16, ¶ 11; ECF No. 1-3, PageID #349–94). The Borrower
1 The facts in this section are undisputed and set forth in Plaintiff’s complaint, Receiver Motion, and the various
exhibits attached to those filings.
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executed a Promissory Note for the Loan Amount dated July 15, 2021 (“Note”). (ECF No. 1-1,
PageID #16–17, ¶ 12; ECF No. 1-3, PageID #407–24).
The Note is secured by: (i) a Guaranty dated July 1, 2012 (“Guaranty”) that was executed
by Defendant Sinito, (ECF No. 1-3, PageID #618–28); and (ii) a Mortgage, Assignment of Rents
and Leases, Security Agreement and Fixture Filing on the Property dated July 1, 2021
(“Mortgage”) that was executed by the Borrower, (id. at PageID #630–62). (ECF No. 1-1, PageID
#27, 29, ¶¶ 28, 35). The Loan Agreement and Note were amended two times on November 15,
2021 and October 19, 2022, to extend and amend several loan payment, interest payment, and
maturity deadlines. 	(ECF No. 1-1, PageID #17, ¶¶ 13–14; ECF No. 1-3, PageID #307–09,
426–38).
On April 13, 2023, Plaintiff, the Borrower, and Sinito entered into a Forbearance
Agreement (“First Forbearance Agreement”), wherein the Borrower and Sinito acknowledged that
certain “Events of Default” had occurred and were continuing to occur under the “Loan
Documents” (defined as the Loan Agreement, Note, Mortgage, Guaranty, and other ancillary
documents, agreements, and instruments),2 which included the Borrower’s failure to make
required down payments, loan payments, and interest payments, and the failure to satisfy the Loan
Amount by the March 21, 2023 maturity date. 	(ECF No. 1-3, PageID #457–58). 	Plaintiff, the
Borrower, and Sinito went on to enter four additional forbearance agreements on June 27, 2023,
September 27, 2023, January 17, 2024, and July 8, 2024, respectively. (Id. at PageID #311–17;
457–84, 546–612). In the Fifth Forbearance Agreement, the Borrower and Sinito acknowledged
that: (i) the aggregate indebtedness under the Loan Documents was $29,609,883.77; (ii) certain
Events of Default had occurred and were continuing to occur under the Loan Documents; and
2 (ECF No. 1-3, PageID #463).
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(iii) the Borrower and Sinito had failed to timely and fully perform all the conditions of the Fourth
Forbearance Agreement. 	(Id. at PageID #578–80). 	Plaintiff agreed to forbear and modify the
Borrower’s payment obligations in certain ways and under certain conditions until 11:59 pm on
February 1, 2025 (id. at PageID #546–76). 	(ECF No. 1-1, PageID #25; ECF No. 1-3, PageID
#580–84).
The Borrower and Sinito failed to meet their obligations under the Fifth Forbearance
Agreement. 	(ECF No. 1-1, PageID #25–26, ¶¶ 21–22). 	As of September 30, 2025, Plaintiff is
currently owed more than $33,000,000 on the Note and Mortgage (principal, accrued interest,
default interest, expenses, and fees) under the terms of the Loan Documents. 	(ECF No. 1-1,
PageID #27, ¶ 25; ECF No. 1-3, PageID #318).
II. 	PROCEDURAL BACKGROUND
On September 30, 2025, Plaintiff filed a complaint in the Cuyahoga Court of Common
Pleas against the Borrower, Sinito, the County of Cuyahoga, and Brad Comes, as Treasurer of
Cuyahoga County. 	(ECF No. 1-1). 	The complaint asserts six causes of action: (i) breach of
contract against the Borrower as to the Note (Count One); (ii) breach of contract against Sinito as
to the Guaranty (Count Two); (iii) commercial foreclosure (Count Three); (iv) assignment of leases
and rents (Count Four); (v) possession of collateral under security agreement (Count Five); and
(vi) appointment of a receiver (Count Six). (Id. at PageID #16–32).
The same day, Plaintiff filed the Receiver Motion, seeking the appointment of a receiver
under the terms of Mortgage and Loan Agreement. (ECF No. 1-3).3 On October 8, 2025, the state
court set a hearing on the Receiver Motion for October 30, 2025. Journal Entry, Deutsche Bank
AG, New York Branch v. HH Cleveland Huntington, L.P., No. CV-25-125588 (Cuyahoga Cnty.
3 Mot. for Emergency Appointment of Receiver, Deutsche Bank AG, New York Branch v. HH Cleveland Huntington,
L.P., No. CV-25-125588 (Cuyahoga Cnty. Ct. of Comm. Pleas Oct. 1, 2025).
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Ct. of Comm. Pleas Oct. 8, 2025). On October 20, 2025, the Borrower and Sinito [hereinafter, the
“Borrowers”] filed a brief in opposition to the Receiver Motion. (ECF No. 20-1). Plaintiff filed
its reply in support of the Receiver Motion on October 28, 2025. (ECF No. 8-12).
On October 29, 2025, the Borrowers removed this action to federal court on the basis of
diversity jurisdiction under 28 U.S.C. § 1332(a). (ECF No. 1). After removal, Cuyahoga County
filed a response in support of the Receiver Motion. (ECF No. 12). On December 22, 2025, the
Court held a Motion Hearing as to the Receiver Motion where the testimony of Charles Seymour
was taken and certain Plaintiff’s exhibits were admitted. (Minutes of proceedings [non-document]
dated Dec. 22, 2025).
III. 	LEGAL STANDARD
Federal Rule of Civil Procedure 66 permits a district court to appoint a receiver in
accordance “with the historical practice in federal courts or with a local rule.”4 A “district court
enjoys broad equitable powers to appoint a receiver over assets disputed in litigation before the
court.’ Liberte Capital Grp., LLC v. Capwill, 462 F.3d 543, 551 (6th Cir. 2006). “The receiver’s
role, and the district court’s purpose in the appointment, is to safeguard the disputed assets,
administer the property as suitable, and to assist the district court in achieving a final, equitable
distribution of the assets if necessary.” Id. “A receivership is an ‘extraordinary remedy’ that a
court should employ with the ‘utmost caution’ and grant ‘only in cases of clear necessity to protect
4 Although neither party raised it is an issue, the Court finds that it must analyze whether to appoint a receiver in this
removed action under federal law because, “[a]lthough the Sixth Circuit itself has not addressed the issue, the weight
of authority suggests that appointment of a receiver in a diversity action is controlled by federal law, not state law.”
Fed. Nat. Mortg. Ass’n v. Mapletree Invs. Ltd. P’ship, No. 10-cv-10381, 2010 U.S. Dist. LEXIS 42420, at *5 (E.D.
Mich. Apr. 30, 2010) (collecting cases); 12 Wright & Miller’s Federal Practice & Procedure § 2983 (3d ed.)
(“Whether a federal court should appoint a receiver in a diversity action appears to be a question properly determined
on the basis of federal law.”)
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plaintiff’s interests in the property.’” Pension Ben. Guar. Corp. v. Evans Tempcon, Inc., 630 F.
App’x 410, 414 (6th Cir. 2015) (quoting 12 Wright & Miller’s Federal Practice & Procedure
§ 2983 (3d ed.)).
District courts in the Sixth Circuit have considered the following factors when determining
whether the appoint a receiver:
(1) the adequacy of the security; (2) the financial position of the borrower; (3) any
fraudulent conduct on the defendant’s part; (4) imminent danger of the property
being lost, concealed, injured, diminished in value, or squandered; (5) inadequacy
of legal remedies; (6) the probability that harm to the plaintiff by denial of
appointment would outweigh injury to parties opposing appointment; (7) the
plaintiff’s probable success in the action and the possibility of irreparable injury to
the plaintiff’s interest in the property; and (8) whether the plaintiff’s interests
sought to be protected will in fact be well-served by a receivership.
PNC Bank, Nat’l Ass’n v. Goyette Mech. Co., 15 F. Supp. 3d 754, 758 (E.D. Mich. 2014); see also
Fannie Mae v. Sunrise Villas, LLC, No. 2:25-cv-2217, 2025 LX 249769, at *9 (W.D. Tenn. June
27, 2025); Fannie Mae v. Hatz One LLC, No. 1:24-cv-1606, 2025 LX 250278, at *7 (N.D. Ohio
Feb. 28, 2025). District courts in the Sixth Circuit also consider advance consent to a receiver as
another factor. Fannie Mae v. Hatz One LLC, No. 1:24-cv-1606, 2025 LX 250278, at *7 (citing
PNC Bank, N.A. v. Mktg. Goldmines Consulting LLC, No. 20-cv-10672, 2021 U.S. Dist. LEXIS
604, *6, 2021 WL 21762 (E.D. Mich. Jan. 4, 2021)); PNC Bank, 15 F. Supp. 3d at 758.
IV. 	ANALYSIS
A. 	Relevant Factors for Appointment of a Receiver
To begin, the Court notes that the parties’ briefing does not directly address the factors
discussed above. Plaintiff’s brief essentially focuses on the factors of likelihood of success and
advance consent, primarily arguing that: (i) Ohio law allows for appointment of a receiver in a
commercial foreclosure where a party is in default and has consented to appointment of a receiver;
(ii) the Borrowers are in default of the Mortgage and Loan Documents; and (iii) the Mortgage
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expressly grants Plaintiff the right to appoint a receiver in the case of such a default. (ECF No. 1-3,
PageID #325–30). Plaintiff also provides arguments as to imminent danger of the Property being
injured and diminished in value. 	(See id. at PageID #330–32). 	The Borrowers oppose the
appointment of a receiver by arguing that Plaintiff has not demonstrated: (i) imminent danger to
the Property or irreparable harm; and (ii) that the appointment of a receiver is necessary to protect
Plaintiff’s rights in the Property. (ECF No. 20-1, PageID #1115–20). Having reviewed the parties’
briefing, and the issues raised during the Motion Hearing, the Court will analyze the relevant
factors.
1. 	Adequacy of the Security and Financial Position of the Borrower
Neither party provides explicit arguments on these first two factors. 	That said, Plaintiff
makes allegations that the Borrowers are in a poor financial position. Plaintiff points to another
company associated with Sinito recently defaulting on a $52 million commercial loan, (ECF
No. 1-3, PageID #305 & n.1), and specifically highlights the Borrowers’ inability to finance the
Project or maintain the Property, (id. at PageID #318–24). The Borrowers have not responded to
these accusations about their poor financial condition. Moreover, the fact that the Borrowers have
been in default under the Loan Documents for several years, they have been unable to meet their
financial obligations under the Loan Documents, and they have been unable to meet the financial
benchmarks set forth in the various forbearance agreements, tends to demonstrate a poor financial
position. As such, this factor weighs in favor of appointing a receiver.
2. 	Fraudulent Conduct of the Borrowers
The complaint and Receiver Motion make no allegations of fraudulent conduct by the
Borrowers with relation to this case. 	Thus, this factor is not relevant to this case and does not
support the appointment a receiver.
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3. 	Danger to the Property
Plaintiff argues that the Borrowers have failed to maintain the Property, deferred necessary
maintenance, and failed to fix significant deficiencies which expose the Property to deterioration
and further diminishment in value. Plaintiff points to evidence of various deferred maintenance
items identified by the Marous Brothers Construction during inspections carried out in November
2022 and August 2023, which relate to roof leaks, standing water, mold, broken building systems,
and portions of the Property being open to the elements. 	(ECF No. 1-3, PageID #321–24,
595–612). 	Plaintiff further points to the Fifth Forbearance Agreement, wherein the Borrowers
agreed that these deferred maintenance items would be completed by July 15, 2024. (Id. at PageID
#324, 582–83). Plaintiff notes that the Borrowers’ representatives submitted a September 17, 2025
letter stating that roof repairs and other maintenance items had been completed but argues that this
letter does not: (i) provide written proof of completion from a contractor, as required under the
Fifth Forbearance Agreement; and (ii) did not provide any other proof that the items were actually
completed. (Id. at PageID #324, 343).
The Borrowers’ brief does not address Plaintiff’s allegations of deferred maintenance
items, nor does it argue that there is no risk of injury to, or diminishment of value of, the Property
if a receiver is not appointed. 	At the Motion Hearing, the Borrowers presented no evidence to
demonstrate that the alleged deferred maintenance items had been corrected or that Plaintiff’s
allegations of damage to the Property and maintenance issues are unfounded. 	Considering the
record evidence, the Court finds that there is an imminent danger of injury to the Property if a
receiver is not appointed. Thus, this factor weighs in favor of appointing a receiver.
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4. 	Inadequacy of Legal Remedies
Neither party discusses the inadequacy of other legal remedies and whether they would
sufficiently protect Plaintiff’s interest in the Property. 	Thus, the Court will treat this factor as
neutral.
5. 	Balance of Harm to Plaintiff vs. Injury to the Borrowers
Plaintiff argues that it will suffer an injury to its interest in the Property if a receiver is not
appointed. The Borrowers’ opposition does not allege any specific injury that would result from
the appointment of a receiver. 	At the Motion Hearing, the Borrowers cross-examined Mr.
Seymour about certain tax credits awarded to the Project and how a appointment of a receiver
might negatively affect the value of the Property. 	However, this line of questioning did not
establish that the Borrowers or the Property would suffer any injury or harm directly related to the
appointment of a receiver. 	They also did not sufficiently establish that the relevant tax credits
would not stay with the Property after it was sold to another owner. Nor did the Borrowers provide
any evidence on this issue.
The Court finds that there would be minimal harm to the Borrowers should it appoint a
receiver in this straightforward commercial-foreclosure action. 	As noted in another case in the
Northern District of Ohio: “Appointment of a receiver is not a substantive right, but is a remedy
that is ancillary to the primary relief, in this case, foreclosure. Appointment does not have a direct
effect on the final outcome of the suit. Therefore, [a defendant’s] substantive rights remain
unaffected by the appointment.” Resol. Tr. Corp. v. Fountain Circle Assocs. Ltd. P’ship, 799 F.
Supp. 48, 52 (N.D. Ohio 1992). Also, as discussed later in this order, the Borrowers consented to
the appointment of a receiver in the event of default—with the Borrowers not contesting advance
consent nor the presence of default. 	As other courts have found, “[w]here a mortgage or other
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agreement specifically provides for the appointment of a receiver upon default, there can be little
hardship in enforcing the terms of the parties’ bargain.” Citizens Bank v. Cedar Fairmount Realty,
Ltd., No. 1:11-cv-1492, 2011 U.S. Dist. LEXIS 165031, at *19–20 (N.D. Ohio Dec. 9, 2011)
(citing Fannie Mae v. Maple Creek Gardens, LLC, No. 09-14703, 2010 U.S. Dist. LEXIS 5342,
at *9 (E.D. Mich. Jan. 25, 2010); N.Y. Life Ins. Co. v. Watt W. Inv. Corp., 755 F. Supp. 287, 293
(E.D. Cal. 1991)); see also Fannie Mae v. Mapletree Inv’rs Ltd. P’ship, No. 10-cv-10381, 2010
U.S. Dist. LEXIS 42420, at *14 (E.D. Mich. Apr. 30, 2010) (“The Court also finds that not
appointing a receiver would cause extreme harm to Fannie Mae, but would not harm Mapletree in
the slightest. Mapletree agreed to not contest receivership appointment and there is little harm in
enforcing the terms of the parties’ bargain.”).
Finally, it is also hard to imagine any harm befalling the Borrowers when, as discussed in
the following section, Plaintiff has established a high likelihood of success on the merits and
entitlement to foreclosure on the Property. Accordingly, the Court finds that this factor weighs in
favor of appointing a receiver.
6. 	Plaintiff's Probability of Success
The Court finds that Plaintiff has established a high likelihood of success on the merits in
this action. Plaintiff has provided evidence establishing, and the Borrowers do not dispute, that
the Borrowers failed to perform under the Mortgage and Loan Documents, the Note has matured,
the Borrowers have been in default since April 2023, and the Borrowers admitted to being in
default under the Loan Documents in five, separate forbearance agreements. The Borrowers have
failed to provide any arguments or evidence to the contrary. As such, the Court finds this factor
weighs heavily in favor of appointment of a receiver.
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7. 	Whether Plaintiff's Interests will be Protected and Served by a Receiver
Although Plaintiff does not provide direct arguments as to this factor, based on the above
discussion and Plaintiff’s general arguments, the Court finds that appointment of a receiver will
protect and serve Plaintiff’s interest in the Property and in this case. Notably, the Borrowers have
provided no argument to the contrary. 	Thus, the Court finds that this factor weighs in favor of
appointment of a receiver.
8. 	Consent
The Mortgage contains the following provision concerning appointment of a receiver:
Section 3.05. Appointment of Receiver. Upon the occurrence and during the
continuance of an Event of Default (provided that the Mortgagee shall have no
obligation to accept a cure of any Event of Default except as required by law), the
Mortgagee may apply for the appointment of a receiver of the Premises and/or the
Rents, without notice except as required by law, and shall be entitled to the
appointment of the receiver as a matter of right, without consideration of the value
of the Premises, the solvency of any person liable for the payment of the Secured
Obligations, or the effect of the receivership on the operation of the Premises or the
Mortgagor’s business thereon.
(ECF No. 1-3, PageID #630–662). 	Plaintiff argues that the Borrower is in default under the
Mortgage and “expressly consented to the appointment of a receiver over the Property as a matter
of right in the event of a default and likewise waived its ability to insist on any sort of proof or
justification for the receivership beyond the proof of a breach, . . .” (ECF No. 1-3, PageID #330).
The Borrowers offer no argument on the issue of consent.
The Court notes that there is a split of authority on the weight given to this factor. Some
courts have held that advance consent is dispositive and sufficient to warrant appointment of a
receiver. See, e.g., Britton v. Green, 325 F.2d 377, 382 (10th Cir. 1963) (holding that a mortgagee
was entitled to appointment of a receiver where the parties had a mortgage agreement that entitled
the mortgagee to a receiver); Maple Creek Gardens, LLC, 2010 U.S. Dist. LEXIS 5342, *7 (“This
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Court believes that Maple Creek’s agreement in the Mortgage to the appointment of a receiver
upon its default alone is sufficient to conclude that Fannie Mae is entitled to such an appointment
at this time”). While the majority of courts hold that, although not dispositive, advance consent is
a factor that is entitled to great weight. 	See, e.g., Goyette Mech. Co., 15 F. Supp. 3d at 758
(“Moreover, the parties’ advance consent to the appointment of a receive is a strong factor
weighing in favor of appointing one.”); Mapletree Inv., 2010 U.S. Dist. LEXIS 42420, 2010 WL
1753112, at *3 (“In the absence of clear authority on the issue the Court will err on the side of
caution and consider the parties' consent as a strong factor weighing in the plaintiff’s favor, but
not dispositive of the inquiry.”); KS Statebank Corp. v. Peters, No. CV-25-02576-PHX-ROS, 2025
LX 598118, at *20 (D. Ariz. Nov. 26, 2025) (“Though not dispositive, an agreement between
parties expressly authorizing the appointment of a receiver is a factor entitled to ‘great weight’ in
favor of appointment.”); Stonebridge Bank v. NITA Props., LLC, 2011 U.S. Dist. LEXIS 59078,
at 	*6 	(D.N.J. 	June 	1, 	2011) (“[A]lthough 	not dispositive, 	the 	fact 	that 	[the 	non-
movant] consented to receivership in the [mortgage agreement] heavily favors appointment of
a receiver.”); Sterling Sav. Bank v. Citadel Dev. Co., Inc., 656 F. Supp. 2d 1248, 1260 (D. Or.
2009) (citing Watt West Inv. Corp., 755 F. Supp. at 292) (“Consent by the parties in a deed of trust
is a factor that commands great weight, but it is not dispositive.”).
The Court will not treat advance consent as dispositive, but will side with the majority of
authority and treat this factor as entitled to significant weight. Given the undisputed default and
consent to appointment of a receiver, this factor weighs heavily in favor of appointment a receiver.
Considering all of the above factors, and with most weighing in favor of appointment (including
the heavily weighted factor of advance consent), the Court finds that Plaintiff has established that
the immediate appointment of a receiver is warranted and shall grant the request.
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B. 	Requested Receiver
Plaintiff also requests that the Court appoint John Lane and Inglewood Associates as the
receiver. (ECF No. 1-3, PageID #332–33). While the Borrowers opposed the Receiver Motion,
they have provided no specific opposition to the qualifications or appoint of John Lane as receiver.
Having reviewed the qualifications of Plaintiff’s proposed receiver (ECF No. 1-3, PageID
#778– 91), the Court finds Mr. Lane qualified and shall appoint him as receiver.
C. 	Additional Requests
The Receiver Motion also requests that Court authorize the appointed receiver to engage
Christopher W. Peer of Wickens Herzer Panza as counsel and Gordon Brothers Realty Services,
LLC as a sales agent. 	(ECF No. 1-3, PageID #333). 	The Court DENIES WITHOUT
PREJUDICE these requests for engagement. 	After his appointment, the receiver may file any
such requests as he deems appropriate, at which time the Court shall rule on the requests after full
consideration.
V. 	CONCLUSION
For the foregoing reasons, Plaintiff’s Emergency Motion to Appoint Receiver (ECF
No. 1-3) is GRANTED IN PART. An appropriate order shall issue.
IT IS SO ORDERED.
Date: January 9, 2026
__________________________________
CHARLES E. FLEMING
UNITED STATES DISTRICT JUDGE
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