Hull Organization, LLC

1
UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF KENTUCKY
LOUISVILLE DIVISION

In re:

HULL ORGANIZATION, LLC,

Debtor.

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CASE NO. 23- 32983

CHAPTER 7

MEMORANDUM OPINION

This memorandum opinion addresses a factually complex situation, but the legal analysis
requires a straightforward application of contract interpretation or, in the alternative, the
constitutional requirement of due process in a sale of assets free and clear of interests under 11
U.S.C. § 363(f). This matter comes before the Court on the Motion for Summary Judgment on
Motion for Relief from Sale Order (Dkt. No. 791) (“Motion for Summary Judgment” or “Motion”)
filed by US Martial Arts Academy, Inc. (“USMAA”). In the Motion, USMAA requests the
following relief: (1) A declaration that the Order Authorizing the Private Sale of Collateral Free
and Clear of Liens, Claims, and Encumbrances (Dkt. No. 56) (“Sale Order”), entered on January
23, 2024, is void as to USMAA’s leasehold interest in the premises located at 834 Ohio Pike, Unit
240, Cincinnati, Ohio 45245, due to the failure to provide USMAA with constitutionally adequate
notice of the bankruptcy proceedings as required by the Due Process Clause of the Fifth
Amendment; (2) A declaration that the premises were sold subject to USMAA’s lease dated March
1, 2020 with Hull Organization, LLC, that is, that the premises were not sold free and clear of the
lease in the bankruptcy sale, and such lease remains in full force and effect through its stated term
of February 28, 2030; (3) A declaration that Park Plaza Holdings, LLC (“Park Plaza”) waived and
ratified USMAA’s lease through its post-closing conduct, including acknowledging that “all leases
have been assigned,” reviewing USMAA’s lease before closing, and accepting rent payments from
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USMAA for approximately nineteen months; and (4) A declaration that Park Plaza is not a bona
fide purchaser for value without notice with respect to USMAA’s leasehold interest.
Park Plaza filed a memorandum in opposition (Dkt. No. 812) to the Motion. For the reasons
set forth below, the Court will GRANT in part and DENY in part USMAA’s Motion.
Background
The basic facts are set forth below and are not in dispute.
I. The Lease
Hull Organization, LLC (the “Debtor”) filed a petition initiating the above-captioned
bankruptcy proceeding on December 13, 2023 under Chapter 11 of the Bankruptcy Code ( Dkt.
No. 1). Prior to filing the bankruptcy petition, USMAA occupied a designated portion of real
property owned by the Debtor commonly identified as 830 & 834 State Route 125, Cincinnati,
Ohio (the “Property”), pursuant to a Retail Commercial Lease Agreement dated March 1, 2020.
(Retail Commercial Lease Agreement, Dkt. No. 554-1 (the “Lease”).)
Pursuant to the Lease, notwithstanding its 10-year term, each party had the option to cancel
years 6–10, effective March 1, 2025. (Id. at 1.) To exercise the early termination option, a party
had to provide at least 180 days’ notice to its counterpart. (Id.) Accordingly, September 2, 2024
was the deadline for either party to deliver such notice. Neither party chose to exercise this option
prior to the September 2 deadline.
II. The Sale Agreement
As the result of a contentious divorce proceeding in state court involving the principal of
the Debtor, Robert Hull,
1
a receiver was appointed to facilitate the liquidation of Mr. Hull’s

1
In its filing at Docket No. 812, Park Plaza adds a superfluous supposition regarding this divorce using
language that is not appropriate for court filings and will not be repeated here but is mentioned to remind counsel of
the requirement of professionalism in the practice of law.
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properties, including the Debtor. To this end, the receiver, Cullen Bilyeu, negotiated the sale of
the Property to Park Plaza. (Irrevocable Offer to Purchase for Real Estate Assets, Dkt. No. 24-1
(the “Sale Agreement”).)
In the Sale Agreement, Park Plaza offered to acquire the Property “along with all
improvements, attachments and appurtenances; subject to normal and standard title exceptions.”
(Id. at 1.) Mr. Bilyeu, in his capacity as receiver for Mr. Hull, and Mark D. Ayer, as a member of
Park Plaza, executed the Sale Agreement on or around December 7, 2023. (Id. at 4.)
Pursuant to the Sale Agreement, Park Plaza accepted the Property “AS IS and WHERE IS”
at closing. (Id. at 2–3, ¶ 3.) The parties to the Sale Agreement also agreed that:
Buyer shall accept possession of the Property in its current leasehold
fee estate condition and acknowledges that the Property is sold
subject to the rights of tenants and leases currently in effect.

(Id. at 2, ¶ 6.)
Paragraph 7 of the Sale Agreement provided for proration of rent:
Payment of Real Estate Taxes and Lease Proration: All 2023 taxes
shall be paid by the Seller. All 2024 and subsequent years taxes shall
be the sole responsibility of the Buyer. All real estate taxes in
default, and unpaid for prior years, if any, shall be paid by the Seller
from the first proceeds of closing. All lease payments for the month
in which closing is conducted shall be prorated on a thirty-day (30)
basis and prorated as a credit to the Buyer and debit to the Seller as
of the date of closing.

(Id. at 3, ¶ 7.)
As receiver, Mr. Bilyeu notified USMAA in October 2023 of his intent to sell the Property.
(Letter from Mr. Bilyeu, President, Bilyeu Enterprises LLC, to “Tenant” (undated), Dkt. No. 554-
2.) USMAA asserts it was never provided any specific notice of the Sale Agreement prior to the
bankruptcy filing. (Tester Aff., ¶ 6, Dkt. No. 554-5.)
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III. The Bankruptcy
As noted above, on December 13, 2023, Mr. Hull filed petitions for relief under Chapter
11 of the Bankruptcy Code on behalf of four entities: (i) the Debtor Hull Organization, LLC;
(ii) Hull Equity, LLC (Case No. 23-32984); (iii) Hull Properties, LLC (Case No. 23-32985); and
(iv) 4 West, LLC (Case No. 23-32987). The Debtor scheduled USMAA on its Schedule G
Executory Contracts and Unexpired Leases at No. 2.15. (Schedule G, p. 27, No. 2.15, Dkt. No.
48.)
It is undisputed that USMAA was never served with notice of Debtor’s bankruptcy filing.
Once under the protection of the Bankruptcy Code, the Debtor requested approval to
proceed with the sale of the Property pursuant to the pre-petition Sale Agreement. On January 8,
2024, approximately 24 days after filing the bankruptcy petition, the Debtor, along with its secured
lender, Stock Yards Bank & Trust Company (“SYB”), filed a joint motion for authority to sell the
Property. (See Joint Mot. for Order Authorizing Private Sale of Collateral Free and Clear of Liens,
Claims, and Encumbrances, Dkt. No. 24 (the “Joint Sale Motion”).) The Debtor attached a copy
of the Sale Agreement to the Joint Sale Motion.
Only one party, Nancy Hull, Mr. Hull’s former spouse, objected to the sale of the Property
pursuant to the Joint Sale Motion. (Obj. to Joint Mot. to Sell, Dkt. No. 31.) That objection was
later resolved by language in the Sale Order. (Order Granting Joint Mot. to Sell, p. 2, Dkt. No. 56.)
Thus, the Joint Sale Motion was unopposed.
Neither of the movants (the Debtor or SYB) provided notice of the Joint Sale Motion to
USMAA. Paragraph 33 of the Joint Sale Motion states:
Notice of this motion has been given to: (a) the U.S. Trustee; (b) all
parties known or reasonably believed to have asserted a lien or
security interest against any of the Property; and (j) [sic] all parties
who have requested service pursuant to Bankruptcy Rule 2002.
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USMAA did not and has not asserted a lien or security interest against the Property. Consequently,
USMAA was never provided notice of or opportunity to object to the Joint Sale Motion. USMAA
was not afforded an opportunity to protect its leasehold rights prior to the approval of the proposed
sale. This failure of notice is confirmed by the Certificate of Service for the Notice for Objection
to the Joint Sale Motion, which does not include USMAA. (See generally Certificate of Notice,
Dkt. No. 41.) Neither the Debtor nor Park Plaza disputed the fact that USMAA did not receive
notice of the Joint Sale Motion.
With the Joint Sale Motion, the Debtor also filed a Motion to Expedite Hearing and Shorten
Objection Period on Joint Motion to Sell (Dkt. No. 25) (“Motion to Expedite”). The Court set the
Motion to Expedite for a hearing on January 9, 2024. The Notice of Hearing issued by the Court
expressly directed Debtor’s counsel to “provide notice of this hearing to all interested parties and
[to] file a certificate of service with the court indicating that service has been completed.” (Notice
of Hr’g, Dkt. No. 26 (emphasis added).) On January 8, 2024, Debtor’s counsel filed a Certificate
of Service (Dkt. No. 30) indicating that service of the Notice of Hearing was served on the mailing
matrix (which did not include USMAA) and C.J. Zimmer & Sons, Inc. (“Zimmer”). Thus, Debtor’s
counsel failed to comply with the Court’s Notice of Hearing requiring notice of the expedited
hearing on all interested parties.
The Debtor did not file a motion to assume or reject the unexpired leases connected to the
Property under 11 U.S.C. § 365. Specifically, no such motion was filed with respect to USMAA’s
Lease. As such, the Court was never presented with any issues raised by § 365, including
assumption, cure, and assignment or rejection damages or claims.
The Court conducted a hearing on the Motion to Expedite on January 9, 2024. Debtor’s
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counsel appeared at the hearing, as well as counsel for SYB, Paul Saba,
2
and other attorneys
representing interested parties. At the hearing, Debtor’s counsel made several representations to
the Court. With respect to the Property, Debtor’s counsel indicated it was “the crown jewel of Hull
Organization, in that it’s the property that has -- it has its issues, but it does have paying tenants,
stable tenant base, and is at least, I think, 70 percent or 80 percent occupied.” (Hr’g Tr., p. 8, Jan.
9, 2024, Dkt. No. 724.) Debtor’s counsel also indicated that a title examination was conducted on
the Property within the six weeks preceding the hearing. (Id. at 8–9.)
Mr. Saba, then as counsel for SYB, represented to the Court the following:
So -- and I know this buyer [Park Plaza] is a cash buyer who’s ready
to go, who’s prepared to buy, would like to close if possible in
January if he could, particularly given the uncertainty with the
tenants who are wondering who they’re supposed to pay, when
they’re supposed to pay, and whether or not they’re paying the
debtor in possession, they’re still paying the receiver, and it just
causes confusion.

(Id. at 11–12) (emphasis added).)
Thus, according to Mr. Saba ( Park Plaza and SYB’s attorney), Park Plaza was (i) aware of
the tenants and (ii) was acting under the impression that future rent would be paid to Park Plaza
by those tenants.
IV. The Sale Order
On January 23, 2024, the Court entered an order approving the Joint Sale Motion and
authorizing the Debtor’s sale of the Property to Park Plaza. ( Sale Order, Dkt. No. 56.) The Sale
Order provided, inter alia, that:
2. The Sale Agreement, together with all of the exhibits,
amendments, terms, and conditions thereof is approved.

3. Proper, timely, adequate, and sufficient notice of the Motion was
provided, and no other or further notice of the Motion or of the entry

2
Mr. Saba is also counsel for Park Plaza.
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of this Order is required.

7. The failure specifically to include any particular provision of the
Sale Agreement in this Order shall not diminish or impair the
effectiveness of such provision, and the Court hereby authorizes the
Debtor to enter into the Sale Agreement, which is approved in its
entirety.

(Id. at 2–3 (emphasis added).) The Sale Order also stated that its terms govern any conflicting
terms in the Sale Agreement:
In the event of a direct conflict between the terms of this Order and
the terms of (a) the Sale Agreement, or (b) any other order of this
Court, the terms of this Order shall govern and control.

(Id. at 12, ¶ 39 (emphasis added).)
The Sale Order also provided that the sale to Park Plaza was “free and clear” of certain
specific interests under § 363(f) of the Bankruptcy Code. First, in Paragraph 10, the Sale Order
stated: “The Debtor may sell the Property free and clear of all liens, claims, and encumbrances of
any kind or nature whatsoever . . ..” (Id. at 4, ¶ 10.) The Sale Order later provided as follows:
[T]he Debtor is conveying the Property free and clear of all claims,
causes of action, demands, and liens . . . except for the “Permitted
Exceptions” defined on attached Exhibit C, which will continue to
run with the Property.

(Id. at 6, ¶ 19 (emphasis in original).) Notably, the term “lease,” and similar terms such as “leases,”
“leaseholds,” or even “tenancies,” were excluded from both lists of interests.
Paragraph 20 then used an even more limited list providing that the Property was being
sold free and clear only of “all liens and encumbrances.” (Id. at 6.) Again, the term lease was not
mentioned. Another list is included in paragraph 22 (sold “free and clear of all claims, demands,
or obligations by any creditor”) and another in paragraph 25 (“the Property shall pass to [Park
Plaza], free and clear of any and all claims, demands, liens, and encumbrances”). (Id. at 7.)
Paragraph 26 is the first paragraph wherein leases might be addressed in the Sale Order.
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The list in that paragraph uses the word “interests” for the first time, stating that the transfer of the
Property is “free and clear of all liens, claims, and interests other than the Permitted Exceptions,
pursuant to the terms of the Sale Agreement.” (Id. at 8 (emphasis added).) This sentence is the
only time the Sale Order uses the word “interest” in the six different locations in which the terms
“free and clear” are used, and the Sale Order does not reference “leases” (or the like) in any of
those six provisions.
Exhibit B to the Sale Order is titled “Extinguished Liens.” (Id. at 15 (emphasis added).)
That exhibit sets forth the liens that would be extinguished by the Sale Order. It included the lien
held in favor of SYB and the lien held in favor of Zimmer. (Id.) Exhibit B also included an
Assignment of Rents held in favor of SYB. (Id.) Exhibit B, however, makes no mention of any
leases, including USMAA’s leasehold interest.
Exhibit C to the Sale Order is entitled “Permitted Exceptions.” (Id. at 16.) The Permitted
Exceptions designated in the Sale Order were those interests that would continue to run with the
Property. (Id. at 6.) For the most part, the Permitted Exceptions were those interests associated
with a phone tower located near the property. (Id. at 16.) None of the leasehold interest holders,
including USMAA, were identified on the list of Permitted Exceptions.
V. Park Plaza’s Post Sale Actions
Weeks after the entry of the Sale Order, in a February 7, 2024 email, USMAA received a
Tenant Notice via email from R. Matt Nobles stating that Park Plaza had closed on the purchase
of the Property. (Tenant Notice, Dkt. No. 554-3 (“Tenant Notice”).) The Tenant Notice further
stated “[a]ll leases have been assigned.” (Id.) Mr. Nobles indicated that all tenants should make
their rent payments payable to Park Plaza Holdings, LLC. (Id.) With the Tenant Notice, an email
from Mr. Nobles to the owner of USMAA informed USMAA that Park Plaza had been “reviewing
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your lease and [the] monthly rent is $2,700.” (Email from Matt Nobles to
testerda@roadrunner.com (Feb. 7, 2024, at 11:09 AM), Dkt. No. 554-3.) The Tenant Notice and
email track the language in the Sale Agreement which provided that “the Property is sold subject
to the rights of tenants and leases currently in effect.” From the Tenant Notice and email, it seems
clear that Park Plaza, at least at that time, believed that, in addition to the ownership of Property,
it had acquired the lessor rights formerly held by the Debtor. These rights would have included the
right to collect rent and other payments from the lessees, including USMAA.
3

For nineteen consecutive months, Park Plaza accepted rent from USMAA and invoiced
USMAA for lease-based common area maintenance (“CAM”) reimbursements totaling
$20,754.56. (USMAA Opp’n to Mot. for Abstention, p. 4, Dkt. No. 823.)
At some point after the February 7, 2024 closing of the sale to Park Plaza, USMAA
allegedly breached the Lease by failing to pay CAM payments to Park Plaza. On June 30, 2025,
some seventeen months after the entry of the Sale Order, Park Plaza served USMAA with a Notice
of Termination. ( Letter to Mark Tester, Tenant, from R. Matt Nobles, Park Plaza, (Jun. 30, 2025),
Dkt. No. 554-4 (“Notice of Termination”).) In the Notice of Termination, Park Plaza informed
USMAA that its “rights as a tenant at sufferance or month-to-month tenant are hereby terminated
effective July 30, 2025, time being of the essence.” (Id. at 1.) Mr. Nobles on behalf of Park Plaza
states “[w]hile you may be under the mistaken belief that your lease with the prior landlord
[Debtor], survived its bankruptcy, it did not.” (Id.) The Notice of Termination further quoted
paragraphs 10, 20, and 25 of the Sale Order (none of which include the word “lease” or even
“interest”), which included language regarding the free and clear nature of the sale, except for

3
According to a Declaration executed March 13, 2026, more than two years after the original Tenant Notice,
Mr. Nobles now asserts that the Tenant Notice was an “inadvertent mistake.” (R. Matt Nobles Decl., ¶ 3, Dkt. No.
813.)
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Permitted Exceptions that did not include the USMAA Lease. (Id.) Mr. Nobles stated:
The Permitted Exceptions are expressly identified on page 16 of the
Order, on Exhibit C, and since your prior lease agreement is not
listed on Exhibit C, it was terminated as part of the Bankruptcy
Order and did not survive the sale. Upon being terminated, your
lease became a month-to-month lease and your tenancy became a
tenant at sufferance, subject to termination by the new owner.

(Id. at 2.) This position is obviously inconsistent with Mr. Nobles’ earlier Tenant Notice and email.
VI. Post Sale Litigation
On July 17, 2025, USMAA filed two motions related to the Sale Order:
(i) Motion for Relief from the Order Authorizing the Private Sale of Collateral Free
and Clear of Liens, Claims, and Encumbrances (Dkt. No. 554) (“Motion for Relief
from Order”); and
(ii) Motion to Stay Enforcement of Order (Dkt. No. 555) (“Motion for Stay
Enforcement”).
In the Motion for Relief from Order, USMAA framed its motion as one for relief from a
void judgment or order under Federal Rule of Civil Procedure (“Rule”) 60(b)(4), which is
incorporated by Federal Rule of Bankruptcy Procedure (“Bankruptcy Rule”) 9024. USMAA
asserted the Sale Order was void under Rule 60(b)(4) for lack of due process and, in pertinent part
as to relief, the Court should set aside the Sale Order as it pertains to USMAA’s Lease, declare the
Lease survived the sale to Park Plaza, apply the provisions of 11 U.S.C. § 365 applicable to the
assumption and rejection of leases, and enjoin Park Plaza from interfering with USMAA’s rights
under the Lease.
In the Motion for Stay Enforcement, USMAA sought various forms of relief, including a
stay of the provisions of the Sale Order to the extent it purported to extinguish USMAA’s Lease
and to enjoin any eviction efforts.
Park Plaza objected to USMAA’s Motion for Relief from Order. (Obj. to Mot. for Relief
from Order, Dkt. No. 573.) Park Plaza focused its response on Ohio state law, not on the
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bankruptcy process and the due process concerns USMAA raised. It further argued that the Sale
Order is shielded from collateral attack under the provisions of § 363(m) of the Bankruptcy Code.
Finally, Park Plaza contended that the application of § 365(h) (which provides protections to
lessees) still yields the same result because USMAA’s Lease is fraudulent as against Park Plaza, a
bona fide purchaser.
The Debtor also filed a response to USMAA’s Motion for Relief from Order contending
that the Court did not need to set aside the Sale Order. (Resp. to Mot. for Relief from Order, Dkt.
No. 597.) The Debtor asserted that “USMAA’s tenancy rights under the subject lease were not
affected by the Sale Order or the subsequent transfer of Debtor’s fee interest to Buyer.” (Id. at ¶ 1
(emphasis added).) The Debtor further asserted that “[t] he Sale Order’s ‘“supremacy clause’” in
paragraph 39 is only implicated in instances of a direct conflict between its terms and the terms of
the Sale Agreement. There is no such direct conflict between the documents at issue.” (Id. at ¶ 13.)
Finally, the Debtor states that “[w]hile USMAA has suggested that the Lease should have been
included in the ‘Permitted Exceptions’ introduced through the Sale Order, such designation is
unnecessary given the express intent of the parties to the Sale Agreement and the purpose of
affixing Permitted Exceptions to the Sale Order.” (Id. at ¶ 14.) In sum, the Debtor’s position was
that no due process violation occurred because USMAA’s rights were not implicated by the Joint
Sale Motion or the Sale Order and thus no notice to USMAA was necessary.
On September 5, 2025, while USMAA’s motions were pending, Park Plaza executed a
self-help eviction by changing the locks on the Property and posting a notice threatening
trespassing charges. (Not. of Voluntary Withdrawal of Mot., ¶ 2, Dkt. No. 797; Mem. in Opp’n to
Mot. for Summ. J., p. 2, Dkt. No. 812.) Since September 2025, USMAA has not occupied the
Property. (Nobles Decl., ¶ 7, Dkt. No. 813.) After the eviction, a new tenant moved into the
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Property. (Id. at ¶ 8.) As such, the Property is no longer available for lease. (Id. at ¶ 9.) These
actions mooted USMAA’s intent to preserve possession of the Property in the Motion for Stay
Enforcement. Accordingly, USMAA voluntarily withdrew the motion. (Not. of Voluntary
Withdrawal of Mot., ¶ 2, Dkt. No. 797.)
VII. The Motion for Summary Judgment
On February 23, 2026, USMAA filed its Motion for Summary Judgment (Dkt. No. 791)
with respect to the contested matter initiated by the Motion for Relief from Order. Based upon the
Motion for Summary Judgment, the Court terminated the March 24, 2026 evidentiary hearing and
scheduled a hearing on the summary judgment motion for April 16, 2026 (Dkt. No. 806). As stated
above, in the Motion USMAA seeks several forms of relief, including (1) a declaratory judgment
that the Sale Order is void as it pertains to USMAA due to the failure to provide it with
constitutionally required due process; (2) a declaratory judgment that “the Sale Agreement itself
provides the property was sold ‘subject to the rights of tenants and leases currently in effect,’
preserving USMAA’s lease by its own terms;” (3) a declaratory judgment that Park Plaza’s post-
closing conduct constitutes ratification and waiver of any claim that the Lease was extinguished
pursuant to the Sale Order; and (4) a declaratory judgment that Park Plaza cannot establish bona
fide purchaser status. The first two grounds for relief mirror two of the grounds in the Motion for
Relief from Order.
Park Plaza filed a response in opposition to the Motion (Dkt. No. 812). Park Plaza argues
that the Motion should be denied, and that a judgment should be entered holding that the
USMAA’s leasehold interest was “terminated” by the Sale Order. Park Plaza makes several other
jurisdictional arguments that will be addressed below.
The Court held a hearing on the Motion on April 16, 2026 at which both USMAA and Park
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Plaza were represented by counsel.
Park Plaza also filed a motion asserting that the Court should abstain from ruling on the
Motion because the issues in the Motion are the subject of a civil proceeding pending before an
Ohio state court. (Mot. for Abstention, Dkt. No. 816.) The Court also heard this motion on April
16, 2026. By separate order, the Court ruled that it would abstain on any ruling regarding the effect
of Park Plaza’s actions that took place after the bankruptcy sale. (See Order Granting in Part,
Denying in Part Mot. for Abstention, Dkt. No. 828.) Those matters will be addressed in Ohio state
court.
Additionally, at the hearing on April 16, 2026, the Court also held as a preliminary matter
that it could not make a ruling on USMAA’s requested relief that the Court determine that the
Lease “remains in full force and effect through its stated term of February 28, 2030.” The Court,
however, could rule if the Property was sold free and clear of the Lease.
Analysis
USMAA has asked the Court to review the Sale Order in two nuanced ways. First, USMAA
asks the Court for a straightforward interpretation of the Sale Order, that is, whether the language
of the Sale Order provided that the Property was conveyed free and clear of the Lease. Second,
USMAA has asked the Court to find the Sale Order void as to USMAA pursuant to Rule 60(b)(4)
for lack of due process.
USMAA has made clear on the record that it is not requesting a determination of damages
with respect to any of the requested relief.
Accordingly, the Court will first address the threshold issues Park Plaza raises regarding
the Court’s jurisdiction and whether USMAA’s requests for relief are moot. Then the Court will
turn to the substantive arguments. USMAA’s alternative bases to relief are not preclusive or
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contingent but instead are independent of each other. Thus, the Court will first address USMAA’s
request to construe the Sale Order. The Court will then address, in the alternative, USMAA’s
contention that the Sale Order is void as to USMAA and its Lease for lack of due process.
I. Jurisdiction
Park Plaza argues that the Court lacks jurisdiction to consider USMAA’s Motion. The
Court disagrees. This Court has “arising in” jurisdiction to interpret its own orders. See Travelers
Indem. Co. v. Bailey, 557 U.S. 137, 151 (2009) (stating a bankruptcy court “plainly ha[s]
jurisdiction to interpret and enforce its own prior orders”); In re Cambrian Holding Co., 110 F.4th
889, 896 (6th Cir. 2024) (“Federal courts unanimously recognize that bankruptcy courts have the
power to ‘interpret’ their ‘prior orders.’” (internal citations omitted)); see also Lowenbraun v.
Canary (In re Lowenbraun), 453 F.3d 314, 321 (6th Cir. 2006) (finding that proceeding based on
(the “genesis of”) settlement approved in Chapter 7 bankruptcy adversary proceeding is a core
proceeding).
This jurisdiction specifically includes sale orders. Elliott v. Gen. Motors LLC (In re Motors
Liquidation Co.), 829 F.3d 135, 153 (2d Cir. 2016) (“A bankruptcy court’s decision to interpret
and enforce a prior sale order falls under this formulation of ‘arising in’ jurisdiction.”); Tenet
Healthsystem Philadelphia, Inc. v. Nat’l Union of Hosp. & Health Care Emps., AFSCME,
AFLCIO, Dist. 1199C (In re Allegheny Health, Educ. & Rsch. Found.), 383 F.3d 169, 176 (3d Cir.
2004) (finding that bankruptcy court had subject matter jurisdiction of entire proceeding requiring
interpretation of sale order). Indeed, matters involving the sale of property are expressly defined
as core proceedings. 28 U.S.C. § 157(b)(2)(N).
Park Plaza argues that this Court lacks subject matter jurisdiction due to the effect of the
Sale Order. Specifically, Park Plaza argues that “[o]nce property, such as USMAA’s Lease, leaves
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the bankruptcy estate, the bankruptcy court’s jurisdiction over that property generally terminates.
This principle is rooted in the idea that the court’s jurisdiction is tied to the administration of the
bankruptcy estate.” ( Mem. in Opp’n to Mot. for Summ. J., p. 19, Dkt. No. 812.)
Generally speaking, Park Plaza is correct. This principle, however, does not change the
fact that a Court has jurisdiction to review and interpret its own order. The Court is not being asked
to make a ruling on property that has left the bankruptcy estate. Rather, this Court is being asked
to rule on the terms and conditions of how property left the estate. These are two distinct and
separate questions. Indeed, Park Plaza’s reference to In re Samoset Associates, 654 F.2d 247 (1st
Cir. 1981), is illustrative. In that case, the First Circuit set forth the general principal that “once
the bankrupt estate is settled and transfer of the bankrupt’s property is executed, ‘the jurisdiction
of the bankruptcy court over the property is generally said to terminate and does not follow it.’”
Id. at 253 (quoting 4B Collier on Bankruptcy P 70.98(18), at 1198 (14th ed. 1978)). This “principle
is subject, however, to the qualification that the bankruptcy court may nevertheless exercise
jurisdiction ‘over a dispute involving the rights and priorities of private parties after a sale where
the dispute involves a review and clarification of the bankruptcy proceedings leading to the sale.’”
Id. This dispute between USMAA and Park Plaza requires a review and clarification of the
bankruptcy proceedings, including the Sale Agreement and the Sale Order; thus, the Court has
jurisdiction to determine the specific issues addressed herein.
II. Mootness
In addition to its jurisdiction argument, Park Plaza argues that this Court should deny the
Motion for Summary Judgment because the issues are moot. Specifically, Park Plaza contends that
the issues are constitutionally moot, equitably moot, and statutorily moot. To support this
argument, Park Plaza claims that this Court cannot grant “effective relief” because the Lease has
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been terminated, USMAA vacated the Property, and the Property was re-leased to a third party. In
effect, Park Plaza contends that regardless of this Court’s ruling, “USMAA will still be evicted
and the Leased Premises will remain unavailable.” (Mem. in Opp’n to Mot. for Summ. J., p. 2,
Dkt. No. 812.) Park Plaza asserts these subsequent events moot any possible relief.
First, the Court will address which type of mootness is in issue. Two of the doctrines,
equitable mootness and § 363(m) statutory mootness do not apply because this matter is not an
appeal. Equitable mootness generally only applies to appeals of orders confirming Chapter 11
Plans. See Ochadleus v. City of Detroit (In re City of Detroit), 838 F.3d 792, 798 (6th Cir. 2016)
(“[E]quitable mootness . . . is concerned with protecting the good faith reliance interests created
by implementation of the bankruptcy plan from being undone afterwards.” (emphasis added)).
Statutory mootness, by the terms of § 363(m) itself applies only to “[t]he reversal or modification
on appeal of an authorization . . . of a sale or lease of property.” 11 U.S.C. § 363(m) (emphasis
added). Thus, the Court will only address whether this matter has become constitutionally moot.
Constitutional mootness is one of the four doctrines of justiciability arising out of Article
III’s case and controversy requirement. U.S. Const. art. III, § 2, cl. 1. Courts do not have “the
power to adjudicate disputes that are moot.” Hanrahan v. Mohr, 905 F.3d 947, 960 (6th Cir. 2018).
A “case is moot when the issues presented are no longer ‘live’ or the parties lack a legally
cognizable interest in the outcome.” Powell v. McCormack, 395 U.S. 486, 496 (1969). In other
words, if a ruling from the court would not affect the legal interests of the parties, the issue is moot.
Coal. for Gov’t Procurement v. Fed. Prison Indus., Inc., 365 F.3d 435, 458 (6th Cir. 2004). A
court’s obligation to examine whether a dispute is moot applies “through all stages of litigation.”
Kingdomware Techs., Inc. v. U.S., 579 U.S. 162, 169 (2016) (internal quotation omitted).
Importantly, a case does not become moot solely because the court can no longer provide
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the precise relief a party requested. See Chafin v. Chafin, 568 U.S. 165, 177 (2013) (finding even
possibility of partial remedy can prevent mootness) (internal quotations and citations omitted). A
case or controversy exists so long as the court retains the ability to provide “some form of
meaningful relief.” Church of Scientology of Cal. v. U.S., 506 U.S. 9, 12–13 (1992) (emphasis in
original); see also, e.g., Chafin, 568 U.S. at 177.
As noted above, Park Plaza argues that a ruling on USMAA’s Motion for Summary
Judgment would not affect the interests of the parties. The Court disagrees. The Court is aware
that an action is pending in state court regarding the Lease and whether Park Plaza’s self-help
eviction was lawful. Critical to those claims is what effect this Court’s Sale Order had on
USMAA’s leasehold interest. As such, a ruling by the Court clarifying the Sale Order on this issue
would affect the parties’ legal interests. Should the Court rule that the sale to Park Plaza was free
and clear of USMAA’s leasehold interest, such that Park Plaza was not bound to perform under
the Lease, Park Plaza’s post sale actions will acquire some legitimacy from the free and clear sale
authorized by this Court in the Sale Order. Conversely, if this Court were to rule that Park Plaza
purchased the Property along with the Lease, Park Plaza’s actions would have to be considered in
a totally different light and context. As such, this ruling would affect the parties’ interests and the
Court has some ability to provide meaningful relief. Accordingly, these issues are not moot.
Because the issues USMAA raises are not moot, the Court will proceed to examine the
Motion for Summary Judgment.
III. Summary Judgment
Federal Rule of Civil Procedure 56 provides the basis for summary judgment. Bankruptcy
Rule 7056 makes Rule 56 applicable to adversary bankruptcy proceedings. Fed. R. Bankr. P. 7056.
Then Bankruptcy Rule 9014 makes Bankruptcy Rule 7056 applicable in contested matters, such
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as this proceeding. Fed. R. Bankr. P. 9014(c).
Thus, pursuant to Rule 56, this court may grant summary judgment only if the movant
“shows that there is no genuine dispute as to any material fact and movant is entitled to judgment
as a matter of law.” Fed. R. Civ. P. 56(a); see Celotex Corp. v. Catrett, 477 U.S. 317, 322–23
(1986) (citing Fed. R. Civ. P. 56(a)); see generally Anderson v. Liberty Lobby, Inc., 477 U.S. 242
(1986); Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (1986). Once the moving
party has made a proper motion for summary judgment, the nonmoving party may not rely upon
mere allegations to rebut the motion but instead must set forth specific facts demonstrating that a
genuine issue of material fact exists for trial. Fed. R. Civ. P. 56(e). If the movant’s evidence is not
disputed by the nonmoving party, then the uncontradicted evidence governs. Reeves v. Sanderson
Plumbing Prods., Inc., 530 U.S. 133, 150–51 (2000).
In its Motion for Summary Judgment, USMAA asks the Court to interpret the Sale Order.
The facts necessary for such determination are in the record through the various parties’ filings as
outlined in the fact section above. Neither party disputes any of the material facts as outlined by
the Court above. Accordingly, because there are no disputes of material facts with respect to the
matters in issue, summary judgment is an appropriate mechanism to resolve this dispute.
IV. Interpretation of the Sale Order
The Court will start with an analysis of the Sale Agreement and the Sale Order to determine
whether the sale of the Property was purportedly free and clear of USMAA’s leasehold interest.
Upon review of the Sale Agreement and Sale Order, it is clear to this Court that Park Plaza’s
purchase of the Property was not free and clear of the Lease and, as a result, the purchase did not
result in the termination (or some other automatic disposition) of the Lease. The Court makes this
finding based upon (i) the language of Sale Agreement, (ii) the language of the Sale Order, and
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(iii) the representations made to the Court.
A. Interpretation of the Sale Agreement
(i) Governing Law
The Sale Agreement is governed by Ohio law. (Sale Agreement, ¶ 17, Dkt. No. 24-1.) Ohio
applies the standard law of statutory construction requiring that, absent an ambiguity, courts review
agreements within their four corners and apply the plain and unambiguous language. Vickers v.
Capstone Holding, 272 N.E.3d 1226, 1233–34 (Ohio Ct. App. 2025) (appeal not allowed, 272
N.E.3d 1217). In addition, words and phrases “should not be read in isolation.” Id. Under Ohio
law, a “court must read words and phrases in context and apply the rules of grammar and common
usage.” City of Gahanna v. Ohio Mun. Joint Self-Ins. Pool, 168 N.E.3d 58, 62 (Ohio Ct. App.
2021) (citing Keller v. Foster Wheel Energy Corp., 837 N.E.2d 859 (Ohio Ct. App. 2005)). The
Ohio Supreme Court has held that “[c]ommon words appearing in a written instrument will be
given their ordinary meaning unless manifest absurdity results, or unless some other meaning is
clearly evidenced from the face or overall contents of the instrument.” Alexander v. Buckeye Pipe
Line Co., 374 N.E.2d 146, 150 (Ohio 1978).
The following are the pertinent provisions of the Sale Agreement:
• Park Plaza offered to acquire the Property “along with all improvements,
attachments and appurtenances; subject to normal and standard title exceptions.”
(Sale Agreement, p. 1, ¶ 1.)
• Park Plaza accepted the Property “AS IS and WHERE IS” at closing. (Id., pp. 2–3,
¶ 3.)
• The parties agreed that: “Buyer shall accept possession of the Property in its current
leasehold fee estate condition and acknowledges that the Property is sold subject to
the rights of tenants and leases currently in effect.” (Id. at 2, ¶ 6 (emphasis added).)
• Paragraph 7 provided for proration of rent: Payment of Real Estate Taxes and Lease
Proration: “All lease payments for the month in which closing is conducted shall
be prorated on a thirty-day (30) basis and prorated as a credit to the Buyer and debit
to the Seller as of the date of closing.” (Id. at 3, ¶ 7.)
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The foregoing language, especially paragraph 6, from the Sale Agreement is unambiguous.
This unambiguous language provides that the Property was to be sold “subject to” any lease
interests that currently existed in the Property at the time of the sale, including USMAA’s Lease.
Park Plaza would read paragraph 6 either out of the Sale Agreement or more narrowly than was
drafted. Paragraph 6 has meaning, and it means Park Plaza purchased the leases with the concurrent
responsibilities thereunder. The key phrase is “subject to.”
The parties did not provide any law on the definition of “subject to.” According to Black’s
Law Dictionary, “subject to” means “[l]iable, subordinate, subservient, inferior, obedient to;
governed or affected by; provided that; provided; answerable for.” Black’s Law Dictionary (6th
ed. 1990). Consistently, a basic dictionary definition also provides that “subject to” means
“affected by.” “Subject to,” Merriam-Webster.com, https://www.merriam-
webster.com/dictionary/subject%20to, (last visited Jun. 16, 2026).
In the mineral deed context, Ohio law provides that a “subject to” clause typically protects
warranty of title in a deed by giving notice of instruments of record. See Rubel v. Johnson, 101
N.E.3d 1092, 1100–01 (Ohio Ct. App. 2017) (citing Miller Lakes Cmty. Servs. Assn., Inc. v.
Schmitt, 2016 WL 515641, at *1 (Ohio Ct. App. Feb. 1, 2016)); Vickers, 272 N.E.3d at 1239, ¶ 50.
However, the Ohio courts acknowledge this is not the only use of “subject to” clauses, even in
deeds, and that such clauses can have different meanings depending on their context. Rubel, 101
N.E.3d at 1103. Even in cases involving deeds, the Ohio courts look to the use of the terms in the
context of the case. Id. at 1105.
(ii) Application to the Sale Agreement
In this case, the agreement at issue is not a deed. Thus, the Court looks to the common
dictionary definitions of the phrase “subject to” as well as the use of the phrase in the context of
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the Sale Agreement. Looking at the plain meaning and context, the phrase “subject to” in the
context of the Sale Agreement is not only separate and active, but also it references “the rights of
the tenants and leases currently in effect.” Paragraph 6 then ends with a sentence stating that Mr.
Bilyeu will give the buyer “any and all information, leases and tenant information to the Buyer.”
Further, Section 7 specifically prorates the rent associated with the leases. Park Plaza’s
interpretation would read the language “currently in effect” and “rights of tenants” and the
proration of rent out of the Sale Agreement. An “ordinary person” would read this language as
Park Plaza taking the property with the leases, with both the benefits and burdens from them and
their terms.
4

The Court can see no other way to construe the Sale Agreement other than by concluding
that the Sale Agreement provided that the leases would accompany the Property through the sale.
Additionally, and while not determinative, it is worth noting that this construction of the Sale
Agreement is what was represented to the Court at the hearing on the Motion to Expedite, wherein
both counsel for the Debtor and SYB
5
both represented their understanding that the expedited
treatment was necessary due to the concerns with the tenants and rents. Furthermore, based upon
the Debtor’s response to USMAA’s Motion for Relief, this was also the Debtor’s understanding
of the Sale Agreement.
Park Plaza raises several arguments against this conclusion. Park Plaza argues that the only
leases to remain with the Property were those that were recorded under Ohio state law. It takes the
position that the “subject to” language only applies to what Park Plaza characterizes as valid leases,
that is, only those leases that were properly recorded under state law. Park Plaza contends that

4
In further anecdotal support of this interpretation, the Court is even struggling to write the prior sentence
without using the words “subject to,” indicating that phrase’s common meaning and usage.
5
Again, SYB’s counsel is the same attorney representing Park Plaza.
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because USMAA’s Lease was not recorded in Ohio, the Lease is not valid.
The Court cannot agree with Park Plaza’s argument. There is no provision in the Sale
Agreement that the purchase was “subject to” only recorded leases and that unrecorded leases
would terminate via the Sale Order. The Court cannot read such a substantive restriction into the
Sale Agreement without at least some language indicating that this was the parties’ intent.
Moreover, the Court will again note that Park Plaza’s position does not match the Debtor’s
understanding of the Sale Agreement or Park Plaza’s own actions taken immediately after the sale.
Finally, Park Plaza argued at the hearing on the Motion that “subject to” does not have the
same meaning as a lease being assumed under § 365 of the Bankruptcy Code. As a general matter,
this is true. Assumption, however, and “subject to” are not mutually exclusive. In the absence of
assumption (or rejection), the Sale Agreement’s language is clear that Park Plaza was purchasing
the Property, with the existing leases.
B. The Sale Order
Park Plaza argues that even if the Sale Agreement included the “subject to” language, the
Sale Order language controls and therefore Park Plaza contends the Property was sold free and
clear of USMAA’s leasehold interest pursuant to the terms of the Sale Order.
Park Plaza is partially correct. The Sale Order does control over the terms of the Sale
Agreement, but only in the event of a direct conflict. On this issue, there is no direct conflict
between the Sale Agreement and the Sale Order. If anything, there is an omission in the Sale Order
that should have clarified what was to happen with all the leases associated with the Property. An
omission is not a direct conflict. Likewise, the failure to include the leases in the Permitted
Exceptions is not a direct conflict with the Sale Agreement. The Permitted Exceptions are simply
a detailed account of such exceptions that were recorded in Clermont County. In the absence of a
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direct conflict, the Sale Agreement controls.
Park Plaza’s argument regarding the supremacy of the Sale Order is undercut by the Sale
Order’s failure to even mention leases in its free and clear language. Read the opposite way, Park
Plaza’s argument would be strengthened if the Sale Order had made some mention of the leasehold
interests. But it did not. The Sale Order does not expressly terminate or state that the Property is
being sold free and clear of the associated leases pursuant to § 363(f). In various provisions, each
using different terms, the Sale Order makes clear that the Property was being sold free and clear,
variously, of claims, encumbrances, obligations, causes of action, demands, and liens. (Sale Order
¶¶ 10, 19, 20, 22, 25.) Noticeably absent from this compiled list is the term “lease.” While it is true
that the Sale Order in one instance (paragraph 26) states that the sale is free of all “interests,” the
Sale Order does not mention any of the retail leases associated with the Property. No language in
the Sale Order indicates that the term “interests,” as used in this one instance, is meant to include
more than what was provided in the prior five paragraphs.
6

Furthermore, the Court believes the single use of the general term “interest” is insufficient
to sell property free and clear of the leases in this case. A free and clear sale is a significant action
governed by § 363(f) and requires the satisfaction of one of the specific factors in § 363(f)(1)–(5).
Despite § 363(f)’s apparent breadth, there is some question regarding whether a debtor may sell
property free and clear of leasehold interests such as USMAA’s—lessees of non-residential real
property—when the Bankruptcy Code provides specific rights protecting such lessees in
§ 365(h)(1)(A). Both parties argued this issue. The courts are split as to whether § 365(h)(1)(A)

6
The Bankruptcy Code does not define the term “interest” as used in § 363(f). The courts, however, have
construed the term to include unexpired leases, including solely possessory interests of lessees, like USMAA’s
interest. See, e.g., Precision Indus. v. Qualitech Steel SBQ (In re Qualitech Steel Corp.), 327 F.3d 537, 554 (7th Cir.
2003). (“Here, we likewise conclude that the term ‘any interest’ as used in section 363(f) is sufficiently broad to
include Precision's possessory interest as a lessee.”).
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governs and allows such lessees to either retain their possessory rights or elect to terminate the
lease, or whether § 365(h)(1)(A)’s application is limited to express rejections of leases and § 363
otherwise allows sales free and clear of such lessee rights if the provisions of § 363(f) are satisfied
and the lessee is provided adequate protection pursuant to § 363(e). The majority view, as adopted
by the Bankruptcy Court for the Eastern District of Kentucky, is that a lessee’s more specific rights
under § 365(h)(1)(A) trump the general sale provisions in § 363.
7
This Court, however, does not
need to reach that question in this case because the Joint Sale Motion did not include a request for
a sale free and clear of leasehold interests.
The Joint Sale Motion’s provisions related to a free and clear sale were limited to four
parties/categories of parties: (i) SYB; (ii) Nancy Hull; (iii) Zimmer; and (iv) parties whose consent
was inferred from the failure to object. (Joint Sale Motion, pp. 12–13, ¶¶ 28–29, Dkt. No. 24.)
With respect to those four categories of interests, the joint movants identified an applicable
provision of § 363(f) that allows a sale free and clear of such party’s interest. USMAA is not one
of the first three listed parties. With respect to the only general category, parties who failed to
object, the joint movants noted such consent only arises “provided that adequate notice is given.”
(Id. at 12–13, ¶ 29.) It is undisputed in the record that USMAA did not receive such notice and
would not be covered by this provision. Finally, the moving language concludes with a sentence

7
Compare In re Churchill Props. III, Ltd. P’ship, 197 B.R. 283, 288 (Bankr. N.D. Ill. 1996) (holding § 363(f)
free and clear sale by a debtor-landlord could not divest tenant of possessory rights under § 365(h)); In re Taylor, 198
B.R. 142, 164–65 (Bankr. D.S.C. 1996) (finding based on legislative history of § 365(h) and statutory interpretation
tenet of specific governs general that sale could not be free and clear of lessee’s interests); In re Haskell L.P., 321
B.R. 1, 9–10 (Bankr. D. Mass. 2005) (follows Taylor and Churchill finding § 363(f) would “eviscerate” § 365(h)); In
re Samaritan All., 2007 WL 4162918, at *4–*5 (Bankr. E.D. Ky. Nov. 21, 2007); with Qualitech Steel, 327 F.3d at
547– 48 (harmonizing § 363(f) and § 365(h) and allowing sales free and clear of lessee rights); Pinnacle Rest. at Big
Sky, LLC v. CH SP Acquisitions, LLC (Matter of Spanish Peaks Holdings II, LLC), 872 F.3d 892, 901 (9th Cir. 2017)
(following Qualitech and stating § 365(h) only applies if lease is rejected); Cheslock-Bakker & Assocs., Inc. v. Kremer
(In re Downtown Athletic Club of N.Y City, Inc.), 2000 WL 744126, at *4 (S.D.N.Y. Jun. 9, 2000); In re MMH Auto.
Grp., LLC, 385 B.R. at 362–64. See also In re Royal St. Bistro, L.L.C., 26 F.4th 326, 328 (5th Cir. 2022) (“Courts
must be cautioned, however, against blithely accepting Qualitech's [the minority view] reasoning and textual
exegesis.”).
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requesting a sale free and clear of only “liens, claims, and encumbrances.” (Id.) There is no
provision argued or asserted regarding a basis under § 363(f) for the sale free and clear of leases.
In addition, as addressed below, a free and clear sale, at a minimum, requires due process. In this
case, the Joint Sale Motion did not request, and accordingly and consistent with the analysis above,
the Sale Order did not provide for, a sale of the Property free and clear of any leasehold interest.
In its only response addressing the § 363(f) factors, Park Plaza states the correct law,
including that at least one of the five factors must be satisfied. (Obj. to Mot. for Relief, pp. 11–12,
Dkt. No. 573.) Park Plaza then notes SYB and Nancy Hull’s consent. (Id. at 12, ¶ 47.) Then Park
Plaza (without quotation marks indicating attribution) quotes the Joint Sale Motion provision
stating that “[Furthermore,] Zimmer’s Certificate of Judgment and any other existing interests in
the Property will be adequately protected through attachment to the proceeds of the Private Sale.”
8

(Id. at 12–13, ¶ 48.) “Zimmer’s” modifies both “Certificate of Judgment” and “any other existing
interests,” thus this provision applies to no party other than Zimmer. Park Plaza has no argument
or explanation for how any of these provisions sets forth a § 363(f) factor applicable to USMAA’s,
or any other, leasehold interest. The Court concludes that there is no basis to read the Sale Order
broader than the relief requested in the Joint Sale Motion.
Finally, it is worth noting that the conclusion Park Plaza requests this Court to make, that
USMAA’s Lease is “terminated,” is not relief expressly provided for in the Bankruptcy Code.
Generally, with respect to leases, debtors are limited in their options. Debtors can “assume” a lease
under § 365(a), meaning the debtor must then comply with the lease’s terms. They can assume and
then “assign” a lease to a third party under § 365(f), meaning the third party must then comply

8
The Joint Sale Motion includes the introductory word “Furthermore.” (Joint Sale Mot., ¶ 28, Dkt. No. 24.)
In its filing, Park Plaza replaces that word with the possessive term “The mechanic’s lien holder.” (Compare Obj. to
Mot. for Relief, pp. 12–13, ¶ 48, Dkt. No. 573.) The Court quotes the language from the Joint Sale Motion.
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with the lease’s terms. Or the debtor can “reject” a lease under § 365(a), meaning the debtor is no
longer subject to the terms of the lease and the debtor is in breach of the lease under § 365(g).
Rejection does not automatically constitute termination of a lease. In re Roberson, No. 17-8041,
2019 WL 2320809, at *5 (B.A.P. 6th Cir. May 30, 2019) (citing Mission Prod. Holdings, Inc. v.
Tempnology, LLC, 587 U.S. 370, 380–81, 387 (2019)). Thus, in addition to the foregoing, Park
Plaza provides the Court with no authority for a finding that a lease may be terminated solely by
virtue of a free and clear sale.
V. Due Process
As a result of the analysis above, the Court finds that the Sale Order did not provide for a
sale free and clear of USMAA’s lease. However, even if that conclusion is erroneous, the sale is
still void as to USMAA’s leasehold interest on the alternative ground that the Debtor and SYB
failed to provide USMAA with due process prior to the deprivation of its rights.
No party can dispute that USMAA held an interest in the Property through its possessory
interest via the Lease. See generally 65 Ohio Jur. 3d Landlord and Tenant § 148; 80 Ohio Jur. 3d
Real Property Sales and Exchanges § 215. Stripping a party of its property rights requires due
process:
The law is clear that an entity that holds or asserts an interest in a
property the trustee seeks to sell is entitled to receive notice of the
trustee’s intent to sell that property, particularly when the trustee
seeks to sell the property free and clear of that entity’s interest.

S. Motor Co. of Dade Cty. v. Carter-Pritchett-Hodges, Inc. (In re MMH Auto. Grp., LLC), 385
B.R. 347, 357 (Bankr. S.D. Fla. 2008) (citations omitted); see also Mancuso v. The Meadowbrook
Mall Co. (In re Rest. Assocs., L.L.C.), 2007 WL 951849, at *10 (N.D.W. Va. Mar. 28, 2007)
(reiterating bankruptcy court finding that notice is required for free and clear sale); Doolittle v.
City of Santa Cruz (In re Metzger), 346 B.R. 806, 814–19 (Bankr. N.D. Cal. 2006) (finding notice
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was required before the court could eliminate an interest in property in § 363 sale); Cont’l Cas.
Co. v. Gen. Dev. Corp. (In re Gen. Dev. Corp.), 165 B.R. 685, 688 (S.D. Fla. 1994) (finding it
“well established” that creditors rights in bankruptcy are protected by the Fifth Amendment). Such
notice is effectuated by the provisions of Bankruptcy Rule 6004(c), which requires notice be served
on parties with “liens or other interests” in the manner required by Bankruptcy Rule 9014, that is,
the manner of service for a summons and complaint.
Even if the Lease was not recorded under state law, neither the Debtor nor SYB, the
movants on the Joint Motion to Sell, could disregard an interest of which they had actual notice
when seeking relief that will impact that interest. In re MMH Auto. Grp., LLC, 385 B.R. at 357–
58 (finding actual notice and obligation to provide due process when trustee/seller had notice of
unrecorded billboard lease because billboard was “not an inconspicuous or inconsequential item
on the Real Property”). As in MMH Automotive Group, an occupant at a shopping center property
is conspicuous. But in addition, here, both the Debtor and counsel for SYB
9
acknowledged in
court that they were aware of the leases, and to a certain extent the leases were a motivating factor
in seeking expedited treatment on the Joint Motion to Sell. Id. at 354, 358 (noting counsel’s
knowledge of unrecorded lease). In addition, the leases are specifically referenced in paragraph 6
of the Sale Agreement that Park Plaza signed. Despite this actual knowledge of an open and
obvious leasehold interest, neither the Debtor nor SYB provided notice of the Joint Sale Motion
to USMAA.
Park Plaza’s argument that the Sale Order could terminate or otherwise dispose of
USMAA’s leasehold interest without providing USMAA any sort of notice and opportunity to be
heard flies in the face of the Due Process clause of the United States Constitution: “No person . . .

9
Again, SYB’s counsel is the same attorney representing Park Plaza.
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shall . . . be deprived of life, liberty or property, without due process of law . . ..” U.S. Const.
Amend. V. The Supreme Court has made clear its position on due process when life, liberty, or
property rights may be affected.
An elementary and fundamental requirement of due process in any
proceeding which is to be afforded finality is notice reasonably
calculated, under all the circumstances, to apprise interested parties
of the pendency of the action and afford them an opportunity to
present their objections.

Mullane v. Cent. Hanover Bank & Trust Co., 339 U.S. 306, 314 (1950).
The Sixth Circuit set forth the guidelines on situations when due process has not been
provided in In re Vista-Pro Automotive, LLC, 109 F.4th 438, 442 (6th Cir. 2024). The Sixth Circuit
held that Rule 60(b) allows a court to relieve a party from a final order for five specified reasons
or for “any other reason that justifies relief.” Id. (internal quotations omitted) (citing Fed. R. Civ.
P. 60(b)). Rule 60(b)(4) specifically provides such relief is authorized when “the judgment is
void.” Fed. R. Civ. P. 60(b)(4). A judgment is void when a due process violation “deprives a party
of notice or the opportunity to be heard.” In re Vista-Pro Auto., 109 F.4th at 442 (citing United
Student Aid Funds, Inc. v. Espinosa, 559 U.S. 260, 271 (2010)).
Because USMAA, as a holder of a leasehold interest, was entitled to notice but did not
receive any notice of the bankruptcy sale process, USMAA was deprived of its opportunity to be
heard. The Court must decide the consequence of that procedural error. Courts that have reviewed
this issue have developed three approaches: (i) finding the entire sale order void, (ii) finding the
sale order void only as to the party who did not receive notice, and (iii) fashioning an equitable
remedy that balances the rights of the buyer with the rights of the party who did not receive notice.
See In re MMH Auto. Grp., LLC, 385 B.R. at 359–60 (citations omitted); Citicorp Mtg., Inc. v.
Brooks (In re Ex-Cel Concrete Co.), 178 B.R. 198, 205 (9th Cir. BAP 1995) (finding lack of due
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process voided sale order).
With respect to the first approach, in light of the significant time that has elapsed since the
entry of the Sale Order and the subsequent eviction and re-leasing of the Property, it is clear that
this Court cannot undo the sale or put the parties back into the same position that existed prior to
the entry of the Sale Order. Also, USMAA has not asked for this drastic relief, and the Court could
not grant this relief even if it had been requested.
Considering the third approach, the Court could attempt to fashion an equitable remedy
which could incorporate monetary damages. The Court, however, is not inclined to take this
approach for a variety of reasons, the most important of which being this is not relief USMAA
requested.
Thus, the Court finds the second approach is appropriate in this case and holds that, as a
result of a lack of due process, the Sale Order is invalid solely as to the party who did not receive
notice, USMAA. See In re Rest. Assocs., 2007 WL 951849 at *10 n.11 (“Naturally, any review of
the trustee’s sale under § 363(f) this far after the completion of the sale will not affect the actual
sale of the property or any of the rights or interests of the debtor. The Bankruptcy Court has the
power to review and modify the sale solely for the narrow purpose of determining if . . . the sale
was or should have been free and clear of the use covenants.”). The Court adopts this approach
because it serves a variety of functions in this messy situation. First, the Court believes this
approach best matches the intent of the parties as expressed in the Sale Agreement. Second, this
approach best matches the representations made to the Court at the hearing on the Motion to
Expedite. Third, this approach best matches the course of conduct the parties took post sale with
USMAA paying and Park Plaza accepting rent for an extended period of time. Finally, and perhaps
most importantly, this approach recognizes the finality of the Sale Order, while also recognizing
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USMAA’s due process rights.
Conclusion
This is an unfortunate situation that could have easily been avoided had Debtor’s counsel
and counsel for SYB provided the constitutionally required notice to all interest holders, including
USMAA. Such sloppy representation has caused both USMAA and Park Plaza to incur substantial
legal fees in trying to resolve these issues. Nevertheless, the Court has been asked to interpret its
Sale Order, something this Court has the absolute authority and jurisdiction to do. Upon review of
the Sale Order, the Sale Agreement, and the representations made to the Court, the Court finds that
the Sale Order did not sell the Property free and clear of USMAA’s leasehold interest. By use of
the “subject to” language, the Sale Agreement expressly provided that these leases would
accompany the Property through the sale. The Sale Order did not directly conflict with the Sale
Agreement on this point. Furthermore, even if the Sale Order could be read more broadly to
provide for a sale free and clear of the USMAA’s leasehold interest, such order would be void as
to USMAA because USMAA was not provided constitutionally mandated due process.
Because the Court finds that the sale was subject to USMAA’s Lease and thus not sold free
and clear of that Lease, and USMAA did not request a remedy other than interpretation of the
Court’s order, the Court will grant in part and deny in part USMAA’s Motion. A separate order
will be entered in accordance with this Memorandum Opinion.

Dated: July 16, 2026
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UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF KENTUCKY
LOUISVILLE DIVISION

In re:

HULL ORGANIZATION, LLC,

Debtor.

)
)
)
)
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)

CASE NO. 23-32983

CHAPTER 7

ORDER GRANTING IN PART MOTION FOR SUMMARY JUDGMENT

Pursuant to the Court’s Memorandum entered this same date and incorporated herein by
reference,
IT IS ORDERED that
1. USMAA’s Motion for Summary Judgment is GRANTED in part and DENIED
in part.
2. The Sale Order did not provide for a sale of the property located at 830 & 834 State
Route 125, Cincinnati, Ohio, free and clear of USMAA’s Lease, accordingly the
Sale Order did not extinguish or terminate USMAA’s leasehold interest in the
property located at 830 & 834 State Route 125, Cincinnati, Ohio.
3. Alternatively, to the extent the Sale Order did allow for the sale of the Property free
and clear of USMAA’s leasehold interest, that order is void as to USMAA due to
the failure to provide USMAA constitutionally required due process.
4. The request for a declaration that the USMAA’s leasehold interest remains in full
force and effect through its stated term of February 28, 2030 is denied.
5. The request for a declaration that Park Plaza Holdings, LLC waived and ratified
USMAA’s leasehold interest through its post-closing conduct is denied.
6. The objections that Park Plaza raises in its memorandum in opposition are
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overruled.
7. This is a final and appealable Order and there is no reason for delay.

Dated: July 16, 2026
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