7 At Blue Lagoon (1), LLC

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF FLORIDA
MIAMI DIVISION
In re: 	Chapter 11 Cases
7 AT BLUE LAGOON (1), LLC, and 	Case No. 25-21286-RAM
7 AT BLUE LAGOON (2), LLC, 	Case No. 25-21287-RAM
(Jointly Administered)
Debtors.
_______________________________/
ORDER DENYING MOTION FOR STAY PENDING APPEAL
The motion for stay pending appeal1 that is subject of this Order is nothing more
than a legally deficient effort by the Debtors to buy more time and avoid the agreed-upon
consequences of their failure to meet agreed-upon deadlines to refinance or sell their
property.
1 Debtors’ Emergency Motion for Stay Pending Appeal of (I) Paragraph 6 of the July 29, 2026 Order [ECF
No. 278] and The Trustee-Upon-Default Provisions of ECF Nos. 278, 283, and 310, (II) Paragraph 20 of
the Sale Order [ECF No. 310], and (III) The Confirmation Order [ECF No. 308] to the Extent it Removes the
Refinancing Option, and Request for Determination Without Hearing [DE# 317] (the “Motion for Stay”).
Robert A. Mark, Judge
United States Bankruptcy Court	_____________________________________________________________________________
ORDERED in the Southern District of Florida on September 2, 2026.
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The Debtors continue to sing the same song they have been singing since they
defaulted on the note secured by a first mortgage on their property nearly four years ago
in October 2022. It’s a song they first sung to the state court judge in the foreclosure case
and a song they have been singing in this Court since the time they filed this case to stop
the foreclosure sale. 	The essential words in the now-tired chorus are: “Judge, there is
substantial equity in our property. We’ll suffer a great loss if the property is foreclosed.”
Whether or not there is equity in the property, agreed orders have meaning and
failure to comply with deadlines in agreed orders has consequences. This Court enforces
remedies clearly expressed in agreed orders. More time to pursue a frivolous appeal is
not one of the remedies. The Motion for Stay will be denied.
I. 	Background Facts and Procedural History
The Debtors, 7 at Blue Lagoon (1), LLC and 7 at Blue Lagoon (2), LLC (the
“Debtors”) filed these Chapter 11 cases on September 26, 2025. The Debtors’ cases are
jointly administered. See DE# 4. The Debtors failed to repay a loan held by their largest
secured creditor, TIG Romspen US Master Mortgage LP (“Romspen”), at maturity and
defaulted under the loan documents by failing to pay their 2020, 2021 and 2022 real
estate taxes. 	See DE# 17 at ¶¶ 6-7. 	A foreclosure judgment was entered against the
Debtors in Case Number: 2023-017596-CA-01, pending in the Complex Business
Division before Judge Rebull. DE# 17, Ex. 5. Shortly thereafter, the state court entered
a supplemental final judgment in favor of Romspen setting a foreclosure sale date of
September 29, 2025. DE# 17, Ex. 11. The Debtors filed the instant cases the day before
the scheduled sale.
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Based on the history of the cases, including the Debtors repeated unsuccessful
attempts to delay the foreclosure sale in the state court, RIC (Blue Lagoon) LLC
(“RBL”), as Assignee of Rompsen, filed a Motion to Dismiss Chapter 11 Cases or,
Alternatively, for Appointment of Chapter 11 Trustee [DE# 17] (the “Motion to Dismiss”)
on October 9,2025. After the Debtor filed its response to the Motion to Dismiss [DE#
32], to which RBL replied [DE# 36], the Motion to Dismiss was set for evidentiary
hearing.
The Debtors then filed their Motion to Continue Hearing December 17, 2025
[DE# 48]. The Court conducted a hearing on the motion to continue on November 13,
2025. Following that hearing, the Court ordered that an evidentiary hearing would be
held on January 23, 2026, and encouraged the Debtor and RBL to consider resolving
the Motion to Dismiss by agreement. See DE# 53.
Prior to the scheduled evidentiary hearing, the Debtors and RBL negotiated and
submitted an agreed order that abated the Motion to Dismiss, specifically, the
Unopposed Order Continuing Hearings, Requiring Compliance with Procedures for
Marketing and Sale of Debtors’ Real Property and Granting Other Relief [DE# 175] (the
“January Agreed Order”).
The January Agreed Order set the following deadlines: (1) Debtors must file a
Motion for a Section 363 sale by July 15, 2026; (2) the sale shall take place on or before
August 15, 2026; (3) a hearing to approve the sale shall occur within three (3) business
days after the sale, and the closing shall occur within fifteen (15) business days after
Court approval; and (4) the Debtors have the right to cancel the sale process if they
obtain refinancing and pay RBL’s secured claim on or before April 15, 2026 (the
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“Refinancing Deadline”). See Unredacted January Agreed Order [DE# 246-2]. It also
provided that, “[i]f the Debtors fail to comply with the deadlines set forth herein, RBL
shall be entitled to the entry of an order granting the relief requested in its Trustee
Motion (dismissal or the appointment of a trustee).”2 January Agreed Order at ¶ 12.
On April 14, 2026, a day before the Refinancing Deadline, the Debtors filed their
Expedited Motion for an Extension of Time to Exercise Refinancing Option and Pay
RBL Secured Claim in Full [DE# 223] (the “Financing Motion”), which RBL opposed
(see RBL’s Response to the Financing Motion [DE# 224]). The Court denied the
Refinancing Motion in its Order (1) Denying Motion for Extension, (2) Denying Financing
Motion, and (3) Reserving Ruling on Approval of Disclosure Statement and
Confirmation of Chapter 11 Plan [DE# 234]. That Order provided that the Refinancing
Deadline “has expired and is not subject to extension, absent consent by [RBL].” DE#
234 at ¶ 1. It also provided that the Financing Motion was “denied without prejudice to
the Debtor filing a motion seeking approval of a refinancing that has no remaining
contingencies and will pay all allowed claims in full.” Id. at ¶ 2. Paragraph two does not
alter paragraph one, which unequivocally requires RBL’s consent to extend the
Refinancing Deadline. See id.
In July of 2026, the Debtors attempted again to obtain approval of an untimely
refinancing through the Debtors’ Expedited Motion for Status Hearing and to Shorten
Time for Entry of Order (I) Conditionally Approving Amended Disclosure Statement and
Confirming Joint Plan of Reorganization and Conditionally Authorizing the Debtor to
Obtain Postpetition Financing of $35 Million to Fund Chapter 11 Plan, (II) Granting
2 Such relief would only be granted after a hearing. See January Agreed Order at ¶ 12.
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Liens, (III) Approving Use of Loan Proceeds, (IV) Providing Adequate Protection, and
(V) Scheduling a Final Hearing [DE# 254] (the “Second Financing Motion”) and the
Debtors’ Expedited Motion for Status Hearing to (I) Conditionally Approve Amended
Disclosure Statement and Confirm Joint Plan of Reorganization; (II) Conditionally
Approve the Sale of Real Property Free and Clear of Liens, Claims, and Encumbrances,
Same to Attach to Proceeds, Approve Bidding Procedures, Stalking-Horse Protections,
and Form of Notice; and (III) Conditionally Schedule an Auction on August 14, 2026 and
Final Hearing August 17, 2026 [DE# 255] (the “Expedited Sale Motion”).
The Court denied the Second Financing Motion and the Expedited Sale Motion in
its Order (I) Denying the Sale Motion with a Stalking Horse Bidder Without Prejudice, (II)
Denying the Refinancing Motion with Prejudice, (III) Establishing a Deadline for Filing an
Agreed Sale Motion, and (IV) Providing for Appointment of a Chapter 11 Trustee Upon
Default [DE# 278] (the “Order Denying Expedited Sale Motion and Refinancing
Request”). That Order gave the parties until 5:00 p.m. (prevailing Eastern Time) on July
30, 2026, to file an agreed sale motion that included bid procedures and a proposed
agreed order. See id.
An agreed sale motion was filed on July 30, 2026 [DE# 281], and the following
day the Court entered an Agreed Order on Bid and Sale Procedures for Auction Sale of
Debtors’ Property and Setting Sale Hearing [DE# 283] (the “Agreed Sale Procedure
Order”). That Order provided that “the Court will enter an order directing the Office of
the United States Trustee to appoint a Chapter 11 Trustee if Debtors fail to satisfy any
of the deadlines, procedures, or conditions set forth in this Order.” Agreed Sale
Procedure Order at ¶ 8. The Court does not interpret this provision to mandate the
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appointment of a trustee if the Buyer under the purchase and sale agreement fails to
close. The next steps upon failure to close are described later in this Order. See, infra
Section II p. 12.
On Sunday August 9, 2026, the day before bids were due pursuant to the Agreed
Sale Procedure Order, the Debtors filed an Emergency Motion to (I) Approve Private
Sale of Real Property to Jorge Ramos Free and Clear of Liens, Claims, and
Encumbrances Pursuant to 11 U.S.C. §§ 105(a), 363(b) and 363(f) and Fed. R. Bankr.
P. 6004(f)(1); (II) Approve Joint Venture Agreement; (III) Modify the Agreed Bid and
Sale Procedures Order [ECF No. 283] to the Extent Necessary; (IV) Authorize Payment
in Full of All Creditors and Escrow of the Disputed Schlesinger Fees; (V) Waive the Stay
Under Fed. R. Bankr. P. 6004(h); and (VI) Confirm Plan [DE# 289] (the “Motion to
Approve Private Sale”). The Debtors sought approval of a $50,000,000 private sale to
Jorge Ramos. See id. The Debtors also filed a Motion for Reconsideration of [the
Order Denying Expedited Sale Motion and Refinancing Request] [DE# 292] (the “Motion
to Reconsider”) seeking reconsideration of paragraph 6, denying the Second Financing
Motion, paragraph 4, the provision regarding appointment of a trustee in the event of
noncompliance, and the other paragraphs to the extent that they could prevent the
proposed sale. See Motion to Reconsider at ¶ 2. The Court’s Order requiring RBL’s
consent to extend the Refinancing Deadline remained in full effect. See DE 234 at ¶ 1.
RBL objected to the Motion to Approve Private Sale, citing, inter alia, the already agreed
upon bid and sale procedures for an auction sale. See DE# 293.
Following an emergency hearing conducted on August 12, 2026, the Court
entered its Order (1) Denying Motion to Approve Private Sale, (2) Denying Motion to
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Reconsider, and (3) Conditionally Allowing the Buyer to Participate in Auction [DE# 297]
(the “August 13th Order”). That Order denied for at least the third time the Debtors’
untimely request to approve a refinancing and denied the Motion to Approve Private
Sale and the Motion to Reconsider. However, the August 13th Order allowed Mr.
Ramos to participate in the auction, subject to conditions imposed in the Order.
Mr. Ramos complied with the August 13th Order, submitted a qualified and
winning bid, and, after carefully reviewing competing forms of order, on August 22 nd the
Court entered its Order Approving Sale of Debtors’ Property Free and Clear of Liens,
Claims, Interests, and Encumbrances [DE# 310] (the “Order Approving Sale”). That
Order provided that “[t]he closing shall occur on or before September 10, 2026.” Order
Approving Sale at ¶ 4. Pursuant to that Order, Mr. Ramos must “pay the balance of
$49,000,000 in cleared funds at closing” or forfeit his deposit as “the Debtors’ ‘sole and
exclusive remedy at law or in equity.’” Id. at ¶¶ 3-4 (quoting the PSA3 at ¶ 15.1).
According to the Motion for Stay, Mr. Ramos may be unable to fund the
$49,000,000 balance. See Motion for Stay at 2. As stated in the Motion for Stay, the
Debtors have appealed provisions in several orders, including the Agreed Sale
Procedures Order, the Order Denying Expedited Sale Motion and Refinancing Request,
and the Order Approving Sale. See Motion for Stay at 2; Debtors’ Amended Notice of
Appeal [DE# 313]. The Debtors continue to sing and, in their appeal, will attempt to
convince the district court that somehow, they still have the right to remain as debtors-
in-possession and obtain approval of a refinancing rather than facing the music of the
3 “PSA” shall refer to the agreement located at DE# 289, Ex. A. pp. 10-25.
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agreed upon consequences of a failed closing. The appeal has no merit. The January
Agreed Order remains in full effect and will be enforced.
II. 	Discussion
“Unless stayed, orders and judgments entered by this Court are immediately
enforceable upon entry. Even if an appeal is filed, absent a stay the prevailing party or
parties may treat the order or judgment as final.” In re Palm Greens at Villa Del Ray
Recreation Condo. Ass'n, Inc., No. 26-11060-EPK, 2026 WL 1751615, at *6 (Bankr.
S.D. Fla. June 17, 2026). The kind of relief the Debtors seek in its Motion for Stay is an
“‘extraordinary remedy’ and the party seeking it must show: ‘(1) a substantial likelihood
that they will prevail on the merits of the appeal; (2) a substantial risk of irreparable
injury to the[m] unless the [stay] is granted; (3) no substantial harm to other interested
persons; and (4) no harm to the public interest.’” Id. at *7 (quoting Woide v. Fannie Mae
(In re Woide), 730 F. App'x 731, 737 (11th Cir. 2018)).
The Debtors must show that they are substantially likely to prevail on the merits
of their appeal. They have not. The Court’s analysis begins and ends with the agreed
orders described above, including the January Agreed Order. In addition to the
deadlines described above, the January Agreed Order includes a paragraph stating that
“[t]he Debtors have knowingly and voluntarily consented to this Order with the benefit of
advice of counsel.” January Agreed Order at ¶ 17. Moreover, RBL provided meaningful
consideration in exchange for the Debtors’ agreement to the deadlines and remedies in
the Order. See id. at ¶ 10 (providing that RBL will not seek appointment of a trustee,
dismissal, or stay relief so long as the Debtor complies with the terms of the January
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Agreed Order). This Court’s enforcement of those deadlines and remedies is supported
by compelling and convincing authority.
An “agreed order” is “[a] court order that all parties agree to.”4 Agreed orders, like
consent decrees, “have attributes both of contracts and of judicial decrees.” Local No. v.
City of Cleveland, 478 U.S. 501, 519 (1986) (citing United States v. ITT Continental
Baking Co., 420 U.S. 223, 235-237 (1975). 	The Supreme Court has emphasized time
and time again “the voluntary nature of a consent decree is its most fundamental
characteristic.” 	Id. at 521-22; see also U.S. v. ITT Continental, 420 U.S. at 235-237;
United States v. Armour & Co., 402 U.S. 673, 681-82 (1971); see e.g. United States v.
Atlantic Refining Co., 360 U.S. 19, 23 (1959) (declining to adopt a modified interpretation
that would substantially change the terms “of a decree to which the parties consented”);
Hughes v. United States, 342 U.S. 353, 357-58 (1952) (same). 	The importance of
enforcing agreed orders is grounded in this most fundamental characteristic:
Consent decrees are entered into by parties to a case after careful
negotiation has produced agreement on their precise terms. The parties
waive their right to litigate the issues involved in the case and thus save
themselves the time, expense, and inevitable risk of litigation. Naturally, the
agreement reached normally embodies a compromise; in exchange for the
saving of cost and elimination of risk, the parties each give up something
they might have won had they proceeded with the litigation. Thus the decree
itself cannot be said to have a purpose; rather the parties have purposes,
generally opposed to each other, and the resultant decree embodies as
much of those opposing purposes as the respective parties have the
bargaining power and skill to achieve.
U.S. v. Armour & Co., 402 U.S. at 681-82 (emphasis in original) (footnote omitted).
4 Agreed orders are treated the same as Consent Decrees (defined as “a court decree that all parties
agree to”) Consent Decree, BLACK ' S LAW DICTIONARY (12th ed. 2024), and Settlement Agreements
(defined as “an agreement ending a dispute”) Settlement Agreement, BLACK ' S LAW D ICTIONARY (12th ed.
2024); see Pottinger v. City of Miami, 805 F.3d 1293, 1299 (11th Cir. 2015) (“[a] settlement agreement ...
is the functional equivalent of a consent decree...”).
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The parties’ voluntary agreement serves as the source of the court’s authority to
enter any agreed order at all. 	See Reynolds v. Roberts, 251 F.3d 1350, 1357 (11th Cir.
2001) (citing Local No. 93 v. City of Cleveland, 478 U.S. at 522); see also United States
v. Ward Baking Co., 376 U.S. 327 (1964) (a court cannot enter a consent decree to which
one party has not consented). “More importantly, it is the agreement of the parties, rather
than the force of the law upon which the [controversy] was originally based, that creates
the obligations embodied” in an agreed order. Local No. 93 v. City of Cleveland, 478 U.S.
at 521. 	For enforcement purposes, the contractual nature of an agreed order controls
because “the scope of a consent decree must be discerned within its four corners, and
not by reference to what might satisfy the purposes of one of the parties to it.” U.S. v.
Armour & Co., 402 U.S. at 682 (emphasis added); N.A.A.C.P., Jacksonville Branch v.
Duval County School, 273 F.3d 960, 966 (11th Cir. 2001).
That point is important here. The Debtors’ purpose in agreeing to the terms of the
January Agreed Order was presumably to avoid the time, expense, and risk of a contested
hearing on the Motion to Dismiss and to preserve the Debtors’ alleged equity in the
property. However, it is not appropriate for the Court to deviate from the provisions in the
January Agreed Order just because enforcement will be contrary to that purpose.
In the bankruptcy context, if a court were to reconsider previously agreed orders
“it would undermine the authority of the Court and discourage parties from utilizing agreed
orders in future bankruptcy proceedings.” In re SAL ATX LLC, 660 B.R. 795, 817 (Bankr.
W.D. Tex. 2024). As one bankruptcy court articulated:
Enforcement of court orders is essential to the efficient administration of
bankruptcy cases. This Court's docket is generally filled with hundreds of
cases per week. If all or even a majority of matters required full evidentiary
hearing or trial, it would create a backlog and interfere with the normal
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docket flow of the Court. Additionally, many matters coming before this
Court can easily be resolved by competent and diligent counsel. Hence,
agreed orders are encouraged and routinely entered. The efficacy of such
orders depends largely on the enforcement thereof. ... To relieve one party
of its obligations under an agreed order is to deprive the other party of the
benefit of its bargain. Furthermore, failure of the Court to enforce agreed
orders would likely have a chilling effect on settlements and only serve to
proliferate more litigation. Hence, the Court acknowledges the strong public
policy considerations supporting enforcing agreed orders and finds them
applicable to the instant case.
In re Mohajer 12 Corp., No. 18-2674, 2021 WL 287805, at *4 (Bankr. S.D. Ala.
Jan. 22, 2021) (emphasis added). This Court concurs with the Alabama court’s
conclusion. RBL is entitled to the benefit of its bargain.
The Debtors persist in seeking approval of a refinancing, exhausting all
efforts to achieve a result they would like. But that ship has sailed. The January Agreed
Order required the Debtors to sell their property unless they obtained refinancing and paid
RBL’s secured claim by April 15, 2026. 	See Unredacted January Agreed Order [DE#
246-2 at ¶ 9]. RBL bargained for and the Debtors agreed to that deadline. RBL has not
consented to extending the deadline and, as it has in several prior orders, the Court will
continue to enforce that deadline. 	Therefore, the Court finds that the Debtors have not
shown a likelihood of success in an appeal that seeks relief allowing a refinancingrelief
expressly precluded by the January Agreed Order. 	To the contrary, the appeal is
frivolous.
The Motion for Stay also fails to establish each of the other factors necessary to
obtain a stay pending appeal. First, the Court does not find the Debtors’ potential loss of
equity in their property to be a risk of irreparable harm when that result is a consequence
agreed to by the Debtors. 	Second and conversely, RBL will suffer substantial harm
because granting a stay will deprive it of the relief it bargained for. Finally, to the extent
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there is a public interest in this decision, a stay would be contrary to the public interest in
enforcing agreed orders entered in bankruptcy cases.
What Happens Next
As described above, there have been some twists and turns along the way, but the
following facts are clear:
1. 	The Debtors did not obtain refinancing and pay RBL its secured claim by April 15,
2026;
2. 	RBL has never consented to an extension of the April 15 th deadline;
3. 	If Mr. Ramos fails to close on or before September 10, 2026, RBL is entitled to
seek approval of its credit bid; and
4. 	If the Court does not approve RBL’s credit bid, RBL is entitled to the relief it
bargained for in the January Agreed Order, namely an Order dismissing this case
or an Order appointing a chapter 11 trustee.
So, if the Ramos sale does not close, what happens next in this case will be
precisely what the Debtors agreed would happen. First, Mr. Ramos’ $1,000,000 deposit
will be forfeited to the Debtors’ estate as the Debtors’ sole remedy, and the Court will
schedule a hearing to consider the deferred objection to RBL’s back-up bid. See Order
Approving Sale [DE# 310 at ¶ 20]. If the sale to RBL is not approved, then at that same
hearing, the Court will consider arguments on whether to appoint a chapter 11 trustee or
dismiss the case. This is the remedy that RBL bargained for and the Debtors agreed to
in the January Agreed Order.5 It’s that simple.
5 “If the Debtors fail to comply with the deadlines set forth herein, RBL shall be entitled to the entry of an
order granting the relief requested in its Trustee Motion (dismissal or the appointment of a trustee).”
January Agreed Order at ¶ 12.
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III. 	Conclusion
When a song is played on repeat, the words begin to lose their meaning. 	If the
Debtors file a renewed motion in the district court seeking a stay, they can continue to
“sing” about their alleged equity in the property, the alleged lack of prejudice to RBL and
the benefits of a refinancing. 	But in this Court, on this Motion for Stay, the Debtors’
“words”, as spoken in agreed orders, retain their meaning. 	The Court ORDERS as
follows:
1. 	The Motion for Stay is denied.
2. 	The Clerk is directed to send a copy of this order to the District Court to be
docketed in the appeal, Case No. 26-cv-25926-AHS.
###
Copy to:
Joel M. Aresty, Esq.
(Attorney Aresty is directed to serve a copy of this Order on all interested parties
and file a Certificate of Service)
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