Bank of Ameirca, N.A. v. Owner Management Service, LLC et al

OCR transcription for search; preserved printed pages are authoritative

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FOR PUBLICATION

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FILED & ENTERED
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4 APR 29 2015
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CLERK U.S. BANKRUPTCY COURT
6 Stith hon
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UNITED STATES BANKRUPTCY COURT
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CENTRAL DISTRICT OF CALIFORNIA
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SAN FERNANDO VALLEY DIVISION
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12 || In re: CHAPTER 7

44 || Trustee Corps Adv No: 1:13-ap-01394-MT

Debtor(s).

Bank of Ameirca, N.A.
MEMORANDUM OF DECISION RE: MOTION
18 Plaintiff(s), FOR SUMMARY JUDGMENT

CD-04, Inc., Creative Group Resource,
24 || LLC, Dorothy Matsuba, Thomas Matsuba,
Jamie Matsuba, OMS Global, LLC,

22 || OMS, LLC, OMS, LLC dba OMS Global
LLC fka Ramsfire Global LLC, Owner
Management Service, LLC, Ramsfire

24 || Equity Partners, Inc., Ramsfire Global,
LLC, Westside Servicing Company

26 Defendant(s).
27 Will

28 | 1//

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On January 9, 2012, debtor Owner Management Service, LLC; Trust Holding Service
Co; Bill Pay Service and Boston Holding (collectively, the “Debtor”) filed a voluntary chapter
11 petition. This adversary proceeding (the “Substantive Consolidation Complaint”) is related to
the Debtor’s pending chapter 7 bankruptcy case and was commenced on December 18, 2013, by
Bank of America N.A. (“Bank of America” or “Plaintiff”). A motion for preliminary injunction
was filed on the same day seeking to enjoin Defendants and their employees from selling,
transferring, wasting, encumbering or otherwise disposing of their assets, Real Properties, or
Non-Debtor Real Properties among themselves or with any third party without express approval
of this Court. The motion also requested that Defendants be ordered to disclose and produce a
schedule of non-Debtor real property, a full accounting of all revenues for the period of 2006 to
the date of the motion, and a schedule of all accounts held in their name at financial institutions.
Along with the motion, Plaintiff filed a request for judicial notice containing 148 exhibits. On
February 12, 2014, an order taking judicial notice of the exhibits and granting Plaintiff's
application for preliminary injunction against defendants was entered.
Plaintiff then filed a motion for summary judgment (the “Motion”) on September 30,
2014. Plaintiff Bank of America seeks to substantively consolidate Defendants OMS, LLC; OMS
Global, LLC; Ramsfire Global, LLC; Ramsfire Equity Partners, Inc.; Westside Servicing
Company; CD-04, Inc.; Creative Group Resource, LLC (collectively the “Entity Defendants”);
Dorothy Matsuba (“Dorothy”), Thomas Matsuba (“Tom”), and Jamie Matsuba (“Jamie”),
(collectively the “Individual Defendants”). The Entity Defendants and Individual Defendants are
collectively referred to herein as the “Defendants.” The hearing was initially set to be heard on
December 16, 2014. On October 8, 2014, Defendants filed a motion to continue the hearing. The
Court continued the hearing to January 23, 2015. On November 3, 2014, the Court entered an
order granting Nationstar’s motion to intervene. Nationstar subsequently filed a notice of joinder
to Bank of America, N.A.'s motion for summary judgment.
Plaintiff alleges that Defendants’ financial affairs and business dealings are so entangled
with the Debtor that significant estate resources will be required to attempt to identify and
distinguish estate property, if it is even possible. Defendants oppose the motion and argue that it
does not establish (a) the time or expense required to trace the proceeds into and out of the
Debtor's prepetition bank account(s) or (b) that such time or expense is so substantial or
burdensome as to threaten the realization of any net assets for creditors.
I. EVIDENTIARY OBJECTIONS
Before addressing the merits of the motion, the various evidentiary issues raised by the
parties must be addressed.
A. Motion to Strike Grobstein’s Declarations
Defendants have filed the expert opinion of Howard B. Grobstein (“Grobstein”) and
assert that it creates a question of material fact on whether it will be time consuming or costly to
trace the proceeds into and out of the Debtor’s pre-petition bank accounts. Plaintiff filed a
motion to strike the Grobstein Declaration because it will not assist the trier of fact as required
under Federal Rule of Evidence 702 and it is insufficient to form the basis of an expert opinion
under Federal Rule of Evidence 703. Plaintiff claims that Grobstein is only offering an opinion
as to whether he thinks he can reconstruct the records and provide a tracing. Defendants’
opposition to the motion to strike argues that the Grobstein Declaration goes directly to the
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critical issue of whether “the time and expense necessary to even attempt to unscramble the
affairs/transactions/assets is so substantial as to threaten the realization of any net assets for all of
the creditors' or where no accurate identification and allocation of assets is possible.”
Defendants filed the Grobstein Declaration on December 2, 2014 with their opposition to
the motion for summary judgment and a supplemental declaration was subsequently filed,
without leave from the court, on January 21, 2015 (two days before the hearing). The
supplemental declaration is untimely as it was filed after Defendants’ deadline to oppose the
Motion. Local Rule 7056-1(c)(3) requires Defendants to submit all evidence by the opposition
date. LBR 7056-1(c)(3) (“The respondent is responsible for filing with the court all necessary
evidentiary documents cited in the response . . .”). The Defendants had ample notice and time, to
assemble and offer their evidence in support of the Opposition, sixty three days specifically,
three times the amount of time provided under the Local Rules. LBR 7056-1(c)(1).
According to the Grobstein Declaration, Defendants Dorothy and Jamie met with
Grobstein on November 24, 2014. The Defendants provided Grobstein with “only minimal
documentary information.” See Grobstein Decl. ¶ 6:18-21. Grobstein appears to have been told
that this was primarily because the FBI had seized and taken possession of the books and records
of OMS Global. Jaime states in her declaration that the FBI seized records on August 6, 2014.
That Defendants’ records were fairly recently seized is no excuse for the lack of adequate and
separate records for years prior to the seizure. The Substantive Consolidation Complaint was
filed almost a year before the seizure of the records. On January 30, 2014, at the preliminary
injunction hearing, the parties discussed the Ninth Circuit substantive consolidation factors. The
purpose of the preliminary injunction was to try to sort out the different companies and
determine whether the impression Defendants had been giving all along was accurate. Even prior
to the complaint, Defendants were on notice about the allegation of improper commingling of
properties and accounts. As early as March 7, 2012, Plaintiff raised this as the basis of its joinder
to the U.S. Trustee’s opposition to the Debtor’s motion to dismiss. See Docket # 74 in
bankruptcy case no. 12-10231. The U.S. Trustee also raised concerns over adequate disclosures
of expenditures in the bank accounts for non-debtor entities in the early months of the
bankruptcy case. The lack of documentary information has been a common theme throughout
this case. Long before the seizure by the FBI, Debtor and Defendants have failed to provide
anything more than minimal information despite repeated orders and opportunities.
Even if both the Grobstein and supplemental Declarations were considered, they do not
raise a material disputed fact prohibiting summary judgment because the mere promise to
produce admissible evidence at a later time is insufficient to defeat a motion for summary
judgment. Garside v. Osco Drug, Inc., 895 F.2d 46 (1st Cir. 1990); see also, Crawford v.
Lamantia, 34 F.3d 28 (1st Cir. 1994) (holding that neither conclusory allegations, improbable
inferences, and unsupported speculation nor brash conjecture coupled with earnest hope that
something concrete will materialize is sufficient to block summary judgment).
Grobstein’s expert opinion is also not admissible because of its speculative and
unsupported nature. Rule 702 of the Federal Rules of Evidence provides:
A witness who is qualified as an expert by knowledge, skill,
experience, training, or education may testify in the form of an opinion
or otherwise if: (a) the expert's scientific, technical, or other
specialized knowledge will help the trier of fact to understand the
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evidence or to determine a fact in issue; (b) the testimony is based on
sufficient facts or data; (c) the testimony is the product of reliable
principles and methods; and (d) the expert has reliably applied the
principles and methods to the facts of the case.
An expert's opinion can offer no assistance to the trier of fact and is inadmissible on
relevance grounds, where the factual basis for the expert's opinion is fundamentally unsupported,
either because the expert fully relied on altered facts and speculation, or because the expert failed
to consider relevant facts in reaching a conclusion. In re Nellson Nutraceutical, Inc., 356 B.R.
364 (Bankr. D. Del. 2006); see also In re Evans, 492 B.R. 480 (Bankr. S.D. Miss. 2013) (A
valuation of collateral that is unsupported by sufficient data is “unreliable” under rule governing
admissibility of expert testimony); Aegis Ins. Services, Inc. v. 7 World Trade Co., L.P., 737 F.3d
166, 180 (2nd Cir. 2013) (Expert reports speculating how various design features of a high-rise
building could have been modified to withstand a collapse were too speculative and conjectural
to create triable issues of fact on a motion for summary judgment.)
Although both declarations are inadmissible under Rule 702, and the second one because
of its tardiness, the Court has read and considered them because of the significance of
substantive consolidation to Defendants. As discussed below, their consideration does not
change the conclusion the Court must draw from the evidence.
B. Judicial Notice
Plaintiff has submitted over two hundred exhibits in support of its Motion for Summary
Judgment. Exhibits 1-147 were previously filed in conjunction with Plaintiff’s Request for
Judicial Notice in support of its application for preliminary injunction (“RJN”). Plaintiff asks the
Court to additionally take Judicial Notice of Exhibits 148-206 filed concurrently with its motion.
(Exhibit 206 contained unredacted bank records and was accepted under seal) (the “Second
RJN”). Defendants argue that the Court cannot take judicial notice of any of the exhibits
submitted by Plaintiff.
The Court may consider the records in this case, the underlying bankruptcy case and
public records. See, e.g., The Golden Gate v. Marincovich, 286 F. 105, 106 (9th Cir. 1923)
(“Every court takes judicial notice of its own records in the same case”); Hotel Employees &
Rest. Employees Local 2 v. Vista Inn Mgmt. Co., 393 F. Supp. 2d 972, 978 (N.D. Cal. 2005)
(taking judicial notice of publicly recorded documents such as grant deeds); Daniels Hall v. Nat'l
Educ. Ass'n, 629 F.3d 992, 998-99 (9th Cir. 2010) (allowing judicial notice of publicly available
information on state websites where neither party disputed the accuracy); In re Abbatiello, 484
B.R. 655, 658 (Bankr. M.D. Pa. 2013) (“A bankruptcy judge may take judicial notice of his or
her own docket”); In re Martell, 349 B.R. 233, 234 n.1 (Bankr. D. Idaho 2005) (“[T]he Court
takes judicial notice of its file in this matter.”). The Court has already taken judicial notice of
exhibits 1-147 in this case. See Order Granting Plaintiff's Application for preliminary injunction
against defendants, doc. no. 33. At the time the RJN was filed, Defendants did not oppose the
request. Defendants have waived their opportunity to object. The earlier hearing related to the
scheduling of this summary judgment motion and included a discussion of how to include the
RJN exhibits by reference here, so that counsel and the court would not receive duplicate masses
of exhibits. All that has changed since the earlier hearing is that new counsel substituted in for
Defendants.
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In addition, judicial notice of Exhibits 148-206 attached to Plaintiff’s Motion is
appropriate pursuant to Federal Rule of Evidence 201 because the exhibits are either court
documents or generally accessible to the public and the accuracy of the documents have not been
questioned. Defendants have not provided any reason to doubt the authenticity of those exhibits.
A majority of the exhibits include County Recorder records containing official stamps, Secretary
of State Records, and depositions taken under penalty of perjury. The Court also has the
discretion to take judicial notice of public records and its findings, orders, and records in this
case and the related, underlying main bankruptcy proceeding.
Each individual exhibit’s contents will be considered solely where it also would be
admissible. Thus, the Court takes judicial notice of the authenticity of all the exhibits submitted
and then will determine whether each category of evidence would be admissible at trial.
C. Defendants’ Evidentiary Objections
Defendants generally argue that all the evidence is inadmissible as either hearsay,
irrelevant, not the best evidence, lacks foundation and/or authenticity. Well-settled Ninth Circuit
precedent specifically deals with evidentiary objections at the summary judgment stage. In
general, at the summary judgment stage, the Court does not focus on the admissibility of the
evidence's form, but on the admissibility of its contents. Fraser v. Goodale, 342 F.3d 1032, 1036
(9th Cir. 2003) (“Fraser”) citing Block v. City of Los Angeles, 253 F.3d 410, 418–19 (9th
Cir.2001) (“To survive summary judgment, a party does not necessarily have to produce
evidence in a form that would be admissible at trial, as long as the party satisfies the
requirements of Federal Rules of Civil Procedure 56.”). Because the [evidence] could be
presented in an admissible form at trial, we may consider the [evidence’s] contents in the
summary judgment motion. Fraser at 1037; accord Hughes v. United States, 953 F.2d 531, 543
(9th Cir.1992) (litigation adviser's affidavit may be considered on summary judgment despite
hearsay and best evidence rule objections; the facts underlying the affidavit are of the type that
would be admissible as evidence even though the affidavit itself might not be admissible); J.F.
Feeser, Inc. v. Serv–A–Portion, Inc., 909 F.2d 1524, 1542 (3d Cir.1990) (hearsay evidence
produced in an affidavit may be considered on summary judgment if the declarant could later
present the evidence through direct testimony); Williams v. Borough of W. Chester, 891 F.2d
458, 465 n. 12 (3d Cir.1989) (“hearsay evidence produced in an affidavit opposing summary
judgment may be considered if the out-of-court declarant could later present that evidence
through direct testimony, i.e. in a form that would be admissible at trial.”) (internal quotation
marks omitted).
1. County Recorder Records
Plaintiff has submitted numerous county recorded deeds of trust, grant deeds,
assignments, notices of default and trustee’s sale. All of these exhibits would be admissible at
trial under Federal Rule of Evidence Rule 803(14) -- Records of Documents that Affect an
Interest in Property. The record of a document that purports to establish or affect an interest in
property constitutes a hearsay exception if (A) the record is admitted to prove the content of the
original recorded document, along with its signing and its delivery by each person who purports
to have signed it; (B) the record is kept in a public office; and (C) a statute authorizes recording
documents of that kind in that office. This hearsay exception allows admission of a record of a
title document to prove not only the contents of the document but also its due execution and
delivery by each person by whom it purports to have been executed. § 7055 Rule 803(14):
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Records of Documents that Affect an Interest in Property, 30C Fed. Prac. & Proc. Evid. § 7055
(2014 ed.).
2. Secretary of State Website Records
Defendants argue that the Secretary of State Business Entity Information was simply
printed off the Internet, are not “public record” and are not documents filed by anybody with the
Secretary of State. Defendants claim the truth of the matter set forth in this document are not
established by judicial notice. See, Lustgraaf v. Behrens, 619 F.3d 867, 885 (8th Cir. 2010), U.S.
v. Corinthian Colleges, 655 F.3d 984, 998-999 (9th Cir. 2011) and Pina v. Henderson, 752 F.2d
47, 50 (2d Cir. 1985).
The contents of the evidence would be admissible under Rule 803(8)(A)(i) which
provides a hearsay exception for records or statements of public offices, which includes
agencies, Rule 101(b)(3), dealing with official activities of the office or agency reasonably
necessary for the performance of the duties of the office. The Secretary of State's office supports
Businesses by registering and authenticating business entities and trademarks and enabling
secured creditors to protect their financial interests. The Secretary of State Websites provide
access to domestic stock, domestic nonprofit and qualified foreign corporations, limited liability
company and limited partnership information of record with the Secretary of State.
When public records are presumed authentic and trustworthy, the burden of establishing a
basis for exclusion falls on the opponent of the evidence. Johnson v. City of Pleasanton, 982 F.2d
350, 352-53 (9th Cir. 1992), citing Keith v. Volpe, 858 F.2d 467, 481 (9th Cir.1988). Defendants
offered no evidence on the unreliability of the information from the Secretary of State website.
The websites contain disclaimers but this does not show that the information is not reliable,
correct or incomplete in that the Court understands these records to be the information submitted
by the entities or individuals indicated on the records and not an independent investigation by the
Secretary of State. Thus, the business entity search records produced by the Secretary of State
Websites would be admissible at trial because the business information was compiled by a public
office necessary for the performance of the duties for that office. In addition, if necessary,
Plaintiff could obtain certified copies of the records.
3. Sworn Statements
Plaintiff has submitted sworn statements, affidavits, and declarations of the Debtor,
Defendants and their officers, and the trustee and his professionals that were given in either
discovery responses, previous pleadings, or as testimony from state court proceedings involving
Debtor and some Defendants. Defendants object to all of these statements based on hearsay, no
authentication and lack of foundation.
Foundation is established when a declarant states facts sufficient to establish the basis for
his or her personal knowledge. In re McAllister, No. 1:12-BK-20052-AA, 2014 WL 3955008
(B.A.P. 9th Cir. Aug. 13, 2014) at *12.4. All of the testimonial documents were submitted to the
Court in full, with the supporting testimony to establish the declarant’s personal knowledge. The
Declarations relied upon by the Court appear to be made on personal knowledge, set out facts
that would be admissible at trial, and show that the declarant is competent to testify to the
matters stated therein. See Fed.R.Civ.P. 56(c)(4).
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Deposition testimony, irrespective of its contents, is ordinarily hearsay when submitted at
trial or a motion hearing involving live witness testimony, but not when submitted on a summary
judgment motion. Orr v. Bank of Am., NT & SA, 285 F.3d 764 (9th Cir. 2002). It is also not
hearsay when statements by a party are introduced for the purpose that they were made and not
for the truth of the matter asserted. See, e.g., United States v. Whitman, 771 F.2d 1348, 1352 (9th
Cir. 1985) (no hearsay problem because statements were introduced for the purpose that they
were made, not for the truth of the matter asserted); United States v. Gadson, 763 F.3d 1189,
1212 (9th Cir. 2014) (same). Out of court statements are regularly introduced, and are not
hearsay, as circumstantial evidence to show the declarant’s state of mind. United States v.
Brown, 562 F.2d 1144, 1148 (9th Cir. 1977) (defendant's request that witness “[not] hurt him”
was non-hearsay; admissible to show defendant's state of mind).
The majority of Plaintiff’s evidence is submitted not for the truth of the matter asserted,
but simply for the proposition that Defendants or Debtor’s principals made such statements,
often times to the Court and under penalty of perjury. For the statements to be admissible at trial,
Plaintiff would subpoena all of the individuals who previously provided declarations or
testimony as trial witnesses to testify regarding their prior declarations and statements. If,
however, the declarants were not available, testimony would come in as former testimony of an
unavailable party under Federal Rule of Evidence (FRE) 804(b)(1). Defendants’ statements
would also be admitted as not hearsay under Fed. R. Evid. 801(d)(2)(A) through (E) as an
admission by party opponent. Defendants argue that the statements admitted as a party admission
cannot be used against the other Defendants. The statements made by one of Defendants can be
used not only against that speaking party, but also against all other Defendants, because such
would be the case with admissible testimony by one party as to the others at trial, as long as
Defendants are available to be cross-examined. Plaintiff has made the necessary showing that all
Defendants were working in concert as part of one conspiracy so that all statements of
Defendants and Debtor also come in under Fed. R. Evid. 802(d)(2)(E). See, e.g., Fraser, 342 F.3d
at 1036-37; In re McAllister, 2014 WL 3955008, at *12 and FRE 801(d)(2)(E) (Admissions;
Statements by Coconspirator).
4. Documents Submitted In Debtor’s Bankruptcy
Plaintiff has also submitted Debtor’s Bankruptcy petition, records, schedules, monthly
operating reports, bank records and pleadings. “Statements in bankruptcy schedules are executed
under penalty of perjury and when offered against a debtor are eligible for treatment as judicial
admissions.” In re Bohrer, 266 B.R. 200, 201 (Bankr. N.D. Cal. 2001); see also In re Haun, 396
B.R. 522, 530 n.16 (Bankr. D. Idaho 2008) (“The submissions in [the underlying bankruptcy
case] made by Defendant under penalty of perjury, such as in his sworn schedules and statement
of financial affairs, may be treated as evidentiary admissions under Fed. R. Evid. 801(d).”) “A
debtor may not adopt a cavalier attitude toward [ ] the accuracy of his schedules by arguing that
they are not precise and correct.” Id. In re Acequia, Inc., 787 F.2d 1352 (9th Cir.1986),
recognizes that a bankruptcy judge may consider evidence from a prior hearing in the same case
if the notice of what will be considered is sufficient to permit the parties to challenge the prior
evidence.
In this case, Defendants had notice and did in fact challenge the evidence from prior
hearings in both the Bankruptcy and Adversary Proceeding. Debtor’s underlying bankruptcy
petition, schedules, and monthly operating reports, are important in showing the various
statements and admissions made by the Debtor in the underlying bankruptcy case. Finally,
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because the documents Debtor filed in its bankruptcy were executed under penalty of perjury, the
Court should be able to rely on their contents if no specific evidence is produced to conflict with
them.
The Court finds Plaintiff’s evidence is relevant 1, consists largely of admissions made by
Defendants themselves or unrebutted testimony by the Trustee and the Trustee’s professionals,
and is ultimately what could be presented in an admissible form at trial. As discussed below,
Plaintiff has met its burden to show that the evidence satisfies Federal Rule of Civil Procedure 56
and each category of evidence also would be admissible at trial. Defendants’ objections are
overruled.
II. CONTROLLING LAW
Defendants argue pursuant to Stern v. Marshall, 131 S.Ct. 2594 (2011) (“Stern”) and its
progeny, the Bankruptcy Court does not have jurisdiction to enter a final judgment on the
Complaint or the relief requested by the Motion. Defendants also maintain there is no legal basis
for substantive consolidation under the Bankruptcy Code, arguing that according to Law v.
Siegel, 134 S. Ct. 1188 (2014) (“Siegel”) and other Supreme Court precedent, section 105 of the
Bankruptcy Code is not a source of substantive law.
A. Stern v. Marshall Objection
The authority of bankruptcy judges generally depends upon whether the matter
constitutes a core or non-core proceeding. See 28 U.S.C. § 157. Bankruptcy courts may issue
final judgments and orders in core proceedings, but in non-core proceedings, may only submit
proposed findings of fact and conclusions of law to a district court for final judgment. See 28
U.S.C. §§ 157(b)(1), (c)(1). Stern held that, although Congress defined creditors' counterclaims
against the bankruptcy estate as core, the bankruptcy court nonetheless "lacked the constitutional
authority to enter a final judgment on a state law counterclaim that is not resolved in the process
of ruling on a creditor's proof of claim." Id. Stern did not hold that a bankruptcy judge lacks
authority to enter judgment regarding what property is included in the estate. Olivie Dev. Group
LLC v. Ki Chang Park, 2012 U.S. Dist. LEXIS 60299, 13 (W.D. Wash. Apr. 30, 2012).
Substantive consolidation was not affected by Stern and remains a core preceding that
can be adjudicated by a bankruptcy judge. As the Ninth Circuit Bankruptcy Appellate Panel;
explained in LLS America:
Substantive consolidation does not exist outside the context of a
bankruptcy proceeding. It is only available in a bankruptcy proceeding
commenced under the federal bankruptcy scheme. Although not expressly
provided for in the Bankruptcy Code, it has been a tool utilized by
bankruptcy courts since the Bankruptcy Act of 1898. Clearly substantive
consolidation is a core matter as it “arises under” Title 11 or “arises in” a
1 The fact that a statement may be irrelevant has no bearing upon a motion for summary judgment. A bankruptcy
court can award summary judgment only when there exists no genuine dispute of material fact. It cannot rely on
irrelevant facts; thus, relevance objections are redundant. In re McAllister, No. 1:12-BK-20052-AA, 2014 WL
3955008, at *12 (B.A.P. 9th Cir. Aug. 13, 2014) citing Burch v. Regents of the Univ. of Cal., 433 F.Supp.2d 1110,
1119 (E.D.Cal.2006).
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case under Title 11. . . . The narrow holding of Stern v. Marshall does not
apply to the Motion for Substantive Consolidation.
2011 Bankr. LEXIS 3429 (Bankr. E.D. Wash. Sept. 8, 2011) aff’d In re LLS Am., LLC, No.
BAP EW-11-1524-DHPA, 2012 WL 2042503 (B.A.P. 9th Cir. June 5, 2012).2 See also In re
Petters Co., Inc., 506 B.R. 784 (Bankr. D. Minn. 2013) motion to certify appeal denied sub nom.
WestLB AG v. Kelley, 514 B.R. 287 (D. Minn. 2014) (Substantive consolidation is uniquely a
matter of bankruptcy law, and its application is limited to bankruptcy cases).
B. Law v. Siegel Objection
Defendants claim that Law v. Siegel, held that the Bankruptcy Court has no inherent
powers or authority pursuant to 11 U.S.C. § 105 to enact substantive federal common law where
the Bankruptcy Code does not specifically permit the requested relief. Defendants argue that
there is no specific or general provision in the Bankruptcy Code or Federal Rules of Bankruptcy
that authorizes substantive consolidation, thus, there is no legal basis to order substantive
consolidation of non-debtors, particularly individuals, under section 105 of the Bankruptcy Code.
(See Opp. at 3-4, 21-22 citing Norwest Bank Worthington v. Ahlers, 108 S.Ct. 963, 968 (1988),
Butner v. United States, 99 S.Ct. 914, 918 (1979); In re Ludlow Hospital Society, Inc., 124 F.3d
22, 28 (1st Cir. 1997) and Official Unsecured Creditors’ Comm. v. Stern, 984 F.2d 1305, 1311
(1st Cir. 1993).
Debtor has expanded the holding in Siegel without basis. In Siegel, the Supreme Court
solely ruled that although a bankruptcy court has statutory authority to issue any order necessary
to carry out the provisions of the Bankruptcy Code under 11 U.S.C.S. § 105(a), “in exercising
those statutory and inherent powers, a bankruptcy court may not contravene specific statutory
provisions” 134 S.Ct. 1188, 1190 (2014).3 In addition, Defendants misinterpret Supreme Court
precedent and the applicable Ninth Circuit substantive consolidation test. The Ninth Circuit’s
decision in In re Bonham, 229 F.3d 750 (9th Cir. 2000), was rendered after Norwest and after
each of the other First Circuit decisions Defendants cited. The primary purpose of substantive
consolidation is to ensure the equitable treatment of all creditors. Id. The court is not creating or
modifying substantive rights and is not contravening any specific statutory provision.
Substantive consolidation is a long standing equitable remedy that is available under particular
circumstances in bankruptcy cases.4
2 In Executive Benefits Ins. Agency v. Arkison, 134 S. Ct. 2165, 189 L. Ed. 2d 83 (2014) (“Bellingham”), the
Supreme Court ruled that jurisdiction over a core “Stern” matter is proper under the Constitution if the core matter is
treated as a non-core matter under 28 U.S.C § 157(c). Where the Bankruptcy Court may not have authority to enter a
final judgment in core matters to which a party does not give consent, the Bankruptcy Court is still directed to
consider core claims and make findings of fact and conclusions of law and a recommendation to the District Court.
(Bellingham, 134 at 2172-73.) If defendants should prevail in their theory that this court does not have authority to
hear this matter, this ruling is hereby deemed a report and recommendation to the district court. The findings of fact
and conclusions of law herein may be considered by the district court under § 157(c)(1).
3 The Supreme Court held that [t]he broad authority of the bankruptcy court to carry out the provisions of the
Bankruptcy Code and inherent power to sanction abusive litigation practices did not extend to surcharging the
exemption, since the surcharge contravened the specific prohibition under 11 U.S.C.S. § 522(k) that the exemption
was not liable for payment of the attorney fees as an administrative expense.
4 Substantive consolidation is premised upon the goal of a ratable fair distribution to creditors, which is one of the
fundamental goals and purposes of the federal bankruptcy scheme. It is not a matter of state law and does not arise
under state law. In re LLS Am., LLC, 2011 Bankr. LEXIS 3429, 1 (Bankr. E.D. Wash. Sept. 8, 2011).
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Defendants argue although the Supreme Court has not ruled on this issue, the Court can
infer from its recent decisions discussing section 105 that the Supreme Court would rule against
substantive consolidation. Defendants cite no law to support its argument that this Court can read
broad new rules into Supreme Court rulings in order to specifically ignore Ninth Circuit
precedent. The Ninth Circuit Court of Appeals expressly adopted the Second Circuit’s test for
substantive consolidation set forth in Augie/Restivo. Bonham, 229 F.3d 750, 766 (9th Cir. 2000),
citing Union Savings Bank v. Augie/Restivo Baking Co. Ltd. (In re Augie/Restivo Baking Co.),
860 F.2d 515, 518 (2d Cir. 1988). (Thus, even though substantive consolidation was not codified
in the statutory overhaul of bankruptcy law in 1978, the equitable power undoubtedly survived
enactment of the Bankruptcy Code. No case has held to the contrary). The Ninth Circuit has also
more recently specifically held that bankruptcy courts may order substantive consolidation. See
In re Meruelo Maddux Properties, Inc., 667 F.3d 1072, 1075 (9th Cir. 2012); United States v.
Hoyt, 47 Fed. Appx. 834, 837-38 (9th Cir. 2002). Substantive consolidation is an independent
equitable remedy that the bankruptcy court may impose under appropriate circumstances.
C. Substantive Consolidation
Bankruptcy courts within the Ninth Circuit have authority to order substantive
consolidation of a debtor with non-debtor entities nunc pro tunc to the petition date pursuant to
section 105 of the Bankruptcy Code. In re Bonham, at 758, 764. The Ninth Circuit adopted the
Second Circuit's Augie/Restivo test for determining whether substantive consolidation is proper.
The test requires consideration of two factors, the presence of either of which is sufficient basis
to order substantive consolidation: (1) whether creditors dealt with the entities as a single
economic unit and did not rely on their separate identity in extending credit, or (2) whether the
affairs of the debtor are so entangled that consolidation will benefit all creditors. Id. Under the
second factor, entanglement of the debtor's affairs is a basis for consolidation only where the
time and expense necessary even to attempt to unscramble them is so substantial as to threaten
the realization of any net assets for all the creditors, or where no accurate identification and
allocation of assets is possible. Id. Entanglement of the debtors' affairs involves cases in which
there has been a commingling of two firms' assets and business functions. In re Augie/Restivo
Baking Co., Ltd., 860 F.2d 515, 519 (2d Cir. 1988). The summary judgment motion focuses
upon the second of the two Bonham tests: the entanglement of the Debtor’s affairs and whether
accurate identification and allocation of assets is possible. In ordering substantive consolidation,
bankruptcy courts must (1) consider whether there is a disregard of corporate formalities and
commingling of assets by various entities, and (2) balance the benefits that substantive
consolidation would bring against the harms that it would cause. In re Bonham, 229 F.3d 750
(9th Cir. 2000).
D. More Due Process Than Involuntary Proceeding
Defendants argue that substantive consolidation is similar to an involuntary bankruptcy
filing and directly conflicts with the congressional mandate of section 303 of the Bankruptcy
Code and its procedural safeguards. This case however, is not an involuntary filing and the filing
of an adversary proceeding ensures procedural safeguards to each Defendant in this case that go
above the requirements of an involuntary bankruptcy petition. Defendants have had ample
opportunity to provide evidence to defeat this substantive consolidation motion, and great efforts
have been taken for three years to ensure their due process rights, often to the detriment of the
Trustee’s estate administration. Many of Defendants’ theories were previously tested not only in
motions in Debtor’s bankruptcy case, but in an appeal to the U.S. District Court of the order
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appointing a trustee. See Order Affirming Bankruptcy Court Decisions Converting Case to
Chapter 7 and Denying Reconsideration and Denying Motion to Strike as Moot, September 21,
2012, ECF No. 728. Defendants had a duty to respond by the opposition date, which was much
longer than required by the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy
Rules. Defendants were given ample time and opportunity and failed to meet their burden of
raising material disputed facts to counter Plaintiff’s evidence.
E. Summary Judgment
Summary judgment should be granted “if the pleadings, depositions, answers to
interrogatories, and admissions on file, together with the affidavits, if any, show that there is no
genuine issue as to any material fact and that the moving party is entitled to a judgment as a
matter of law. FRCP 56(c) (incorporated by FRBP 7056).
The moving party has the burden of establishing the absence of a genuine issue of
material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). If the moving party shows the
absence of a genuine issue of material fact, the nonmoving party must go beyond the pleadings
and identify facts that show a genuine issue for trial. Id. at 324. As for the burden of the
responding party to raise issues in dispute, the evidence must be “significantly probative” and
not merely “colorable.” First California v. Pegler, Adv. Case No. 9:12-ap-01286-PC (C.D. Cal.
September 24, 2014) citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). The
court must view the evidence in the light most favorable to the nonmoving party. Bell v.
Cameron Meadows Land Co., 669 F.2d 1278, 1284 (9th Cir.1982). All reasonable doubt as to
the existence of a genuine issue of fact should be resolved against the moving party. Hector v.
Wiens, 533 F.2d 429, 432 (9th Cir.1976). The inference drawn from the underlying facts must
be viewed in the light most favorable to the party opposing the motion. Valadingham v.
Bojorquez, 866 F.2d 1135, 1137 (9th Cir.1989). Where different ultimate inferences may be
drawn, summary judgment is inappropriate. Sankovich v. Insurance Co. of N. Am., 638 F.2d
136, 140 (9th Cir.1981). A "material fact" is one that is relevant to an element of a claim or
defense and whose existence might affect the outcome of the suit. The materiality of a fact is
thus determined by the substantive law governing the claim or defense. T.W. Elec. Serv. v. Pac.
Elec. Contractors Ass’n., 809 F.2d 626, 630 (9th Cir. 1987). The dispute about a material fact is
“genuine,” … if the evidence is such that a reasonable jury could return a verdict for the
nonmoving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S. Ct. 2505, 2510, 91
L. Ed. 2d 202 (1986). Conclusory and speculative declaration testimony that fails to set forth
specific facts is insufficient to raise genuine issues of material fact. See Thornhill Publishing Co.,
Inc. v. General Telephone & Electronics Corp., 594 F.2d 730, 738 (9th Cir.1979).
Plaintiff’s statement of uncontroverted facts (“SUF”) lists the corresponding evidence for
each defendant. Defendants were specifically required to point out the facts that are in dispute.
Defendants failed to dispute or object to the accuracy and validity of the contents of Plaintiff’s
evidence. Other than evidentiary objections, Defendants did not refute specific facts. Defendants
have submitted declarations in opposition to the motion that can only be read as supplementing
the evidence submitted by Plaintiffs. As Defendants’ opposition offers no evidence to question
the veracity of the facts contained in the proposed SUF or the other facts proffered by Plaintiff,
such facts are deemed uncontroverted. See Fed.R.Civ.P. 56(c)(1); Fed.R.Civ.P. 56(e)(2). Thus,
the Court adopts Plaintiff’s statement of undisputed facts. See Order adopting Plaintiff’s SUF
entered concurrently with this memorandum of decision.
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The Defendants ask the Court to draw different conclusions in their declarations.
Defendants’ Declarations have been considered and any material inferences made in their favor
in reaching the conclusions discussed below. Although Plaintiff disputes the factual assertions in
Defendants declarations, they are accepted as true for purposes of this summary judgment
motion. The following discussion is to highlight and explain how the undisputed facts from all
parties form the Court’s conclusions, but not all of the proffered facts from the parties will be
repeated. Citations will not be provided as citations to all exhibits are contained in Plaintiff’s
SUF.
III. DISCUSSION
This case presents no genuine issues of material fact and satisfies all the requirements
under the Bonham test for substantive consolidation. The entanglement of the Debtor’s and
Defendants’ finances, records and assets are described below. In addition to the cost and effort it
would take to unscramble them, the only reasonable conclusion that can be drawn is that the
entanglement was intentional and part of what made Defendants so successful in evading
foreclosure of the properties for long enough to profit from the equity and rent skimming that
formed the core of their investment scheme.
A. Entanglement Among Debtor and Defendants of Real Estate Investments
was the Business Model
The individuals and entities state that they are involved in the business of “investing in
real estate,” although they have not explained in any detail how the investments work or what the
function was of so many different business names. Based on a review of the hundreds of
exhibits and transcripts and the long history of this case, Defendants’ shared business model was
to: (a) obtain control over homes from distressed borrowers and interject itself in the
communication channels with Plaintiff and other lenders and servicers; (b) collect rents from
homes without servicing the secured debt; (c) litigate with non-insider lenders to stall
foreclosure, and (d) eventually abandon the real properties when they were no longer of any use
or not generating rental income. The undisputed record shows that there were hundreds of
transfers of real property starting as early as 2003 among Debtor and Defendants to strip
available equity from the properties through loans from non-insider lenders. The evidence shows
that the majority of these transactions involved transfers of title or purported “loans” between
and among the Defendants. The public records provided show that Deeds of Trust were recorded
in favor of Boston Holding Company (the Debtor), Westside Servicing Company, or Ramsfire
Global LLC (OMS Global LLC). Deeds of Trust were also recorded in favor of traditional
lending institutions (like Washington Mutual), but only after one of the Individual Defendants
received a transfer of title. Once the Individual Defendant obtained title, he or she invariably
obtained a loan (or two) from traditional lenders, and then transferred title back to an Entity
Defendant, like Creative Group Resource, or to a newly formed purported single purpose “trust”
controlled by Defendants.
It was also not disputed that a part of Debtor’s business model was to sue lenders and
servicers to prevent the foreclosure from going forward. No evidence or argument has been
presented in either this adversary proceeding or the bankruptcy case that any of these lawsuits
were found to be meritorious. The evidence is solely that they caused extreme delays in the
foreclosure process, during which Defendants and Debtor could collect rent from the properties
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they controlled. Defendants themselves state that their real estate acquisition method is to obtain
title from distressed homeowners through a transfer to one of their entities in trust. The
properties are acquired by a trust and various dba’s and names of Defendants are then substituted
as “successor trustees” as necessary to delay foreclosures. The Debtor, through its counsel,
Ronald Tym, described this in the Debtor’s Emergency Motion to Reconvert to Chapter 11. See
Dkt. no. 122 of bankruptcy docket, filed April 13, 2012, attached as Plaintiff’s Exhibit 147 in
this adversary action. He argues that the “business model involves receipt of equitable title to
single family homes in return for a promise to use its best efforts to negotiate a short sale.” That
motion and other pleadings claim that they will often pay off the senior notes on the property, but
no evidence has been submitted that either the Debtor or any Defendants have done this. There
has also been no evidence of any negotiation or contact with the lender concerning a short sale.
The only evidence of contacts with the lender has been unsuccessful litigation asserting various
unfair business practices, faxes on the eve of foreclosure to indicate another transfer of the
property or a bankruptcy filing.
One such pleading illustrating this business model is included as Plaintiff’s Exhibit 145
which attaches a complaint brought by “OMS Global, as Successor Trustee” against Ocwen
Loan Servicing in the California Superior Court. The complaint alleges that OMS Global LLC
is the successor trustee for nine express inter vivos trusts through a written trust agreement. Each
trust is the “titled owner of a home financed by Ocwen,” and the home has been transferred by
grant deed from the Ocwen borrower. Plaintiff’s Exhibit 158 provides a full copy of one of these
Trust Agreements where the homeowner has signed away any and all rights and the Trust has
rights to do anything at all with the property, supposedly because it will help the defaulting
homeowner in addressing the fact that the property is worth less than what is owed to the first
trust deed holder.
The evidence is also clear that this entangled operation has been filing abusive
bankruptcies as part of its “investment” strategy for many years. On May 31, 2011, one of
Defendants, Ramsfire Equity Partners, Inc. (“Ramsfire”) filed bankruptcy in this Court. See Case
no. 11-16710. Although a junior lien interest was listed for only three properties, two additional
senior secured lenders filed relief from stay motions for properties not scheduled. Their
declarations that Ramsfire had taken a transfer of the deed of trust and was asserting its interest
to stop a foreclosure sale were never contradicted. The secured creditor for one of the real
properties scheduled by Ramsfire as a “junior lien” interest filed evidence that the non-English
speaking original borrower believed he had simply signed documents allowing Dorothy to
arrange a short sale for him. He moved out of the property, and Ramsfire or Dorothy rented it out
instead and pursued varied tactics in California Superior Court to delay foreclosure before filing
the bankruptcy case. Ramsfire did not contradict any of these factual assertions and moved to
dismiss the case. The case was eventually dismissed after no one showed up for numerous
rescheduled meetings of creditors. The trust agreement in Exhibit 158 referenced above, is in fact
the property at 15381 Cottonwood, Huntington Beach, CA that Ramsfire Global sought to
protect from foreclosure in its 2011 bankruptcy filing. Shortly after the homeowners deeded the
property to “Trust Holding Service” (Debtor’s dba), it was transferred to Ramsfire Global, LLC.
That transfer document was then recorded and faxed to the foreclosure trustee with a notation
containing the Ramsfire bankruptcy case number. This property was never listed as an asset in
Ramsfire’s schedules, although it was conveniently used to delay a foreclosure. See Relief from
stay motion, Dkt. no. 35, filed August 9, 2011 in Ramsfire Global, case no. 11-16710.
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On May 29, 2012, following a hearing in the Debtor’s bankruptcy case, the Court made a
finding that the Debtor’s current business model was a continuation of the same business model
from a 2007 bankruptcy case wherein the Debtor and Debtor’s insiders filed 30 or so involuntary
cases. In 2007, several “involuntary petitions filed by the various Matsuba entities and affiliates”
were dismissed based on bad faith. See In re Mi La Sul, 380 B.R. 546 (Bankr. C.D. Cal. 2007).
In In re Mi La Sul, the court's finding of bad faith was based on a collusive filing between the
petitioning creditors and the alleged debtor designed solely to provide the alleged debtor
additional time to negotiate with the secured lender to conduct a short sale of real property. Id.
After hearings held by all three Bankruptcy Judges in the San Fernando Valley Division,
the three judges assigned to the 30 different cases held that all the involuntary bankruptcy
petitions were filed in bad faith where they were filed with prior consent of alleged debtors
solely for the purpose of triggering the automatic stay and halting mortgage foreclosure sales, so
as to provide petitioning creditor, which had provided financing to debtors whose fully
encumbered property was on verge of being foreclosed, an opportunity to create equity in the
property by negotiating a “short sale” of the mortgaged property with foreclosing lender. The
findings in the Courts’ memorandum were based on the representations made by attorneys for
Trust Holding Service Co. and Boston Holding (dba’s of the Debtor), the testimony of Daniel
Powers, a review of the filings themselves and of any motions for relief from stay filed in those
cases.
On October 29, 2012, Trustee Seror filed a first amended adversary complaint against
Defendants OMS, LLC, Ramsfire Equity Partners, Inc., Westside Servicing Company, and CD-
04, Inc. alleging that pre-petition, Defendants and Debtor engaged in a specific course of conduct
and scheme to defraud and deprive homeowners of their property. See Case no. 12-01382.
Throughout this case, the Trustee has filed over 30 adversaries against various parties, including
some of Defendants.
B. The Defendants’ Roles
As Defendants have moved functions loosely among the Debtor and variations of the
“OMS” name and other “trusts,” the Court has endeavored to clarify how and when each entity
was formed and what the corporate and individual’s roles were. This has been difficult where the
individuals and officers who know best what they were doing have not provided any explanation.
Despite repeated opportunities to explain what these functions are and why the Debtor’s assets
are transferred to and from these different entities, no explanation has ever been provided other
than they are all involved in “real estate investments” and that they all used one account from
which to pay bills. Where Defendants have provided no explanation and no real dispute about
what they were doing, the only conclusion that can be drawn is the one the Plaintiff’s evidence
supports – that the constantly shifting title, assets and commingled funds were central to the
operation. The inability of homeowners, lenders, foreclosure trustees and courts to understand
who did what and who had title was central to continuing to control hundreds of properties and
any income derived from control of the property.
1. The Matsuba Family
Members of the Matsuba Family have controlled the Debtor and Defendant Entities since
their formation. Ryu Goeku (“Goeku”) is the Debtor’s principal. Dorothy, also known as
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Mayumi Matsuba and Yun Matsuba, is married to Tom, and they are Goeku’s aunt and uncle.
Jamie and Jane Matsuba, also known as Jane Garcia or Jane Park (“Jane”), are Dorothy’s
daughters. Tom is Jamie’s father. Masae Matsuba, who is also known as Masae Ishida, is Tom’s
mother and Goeku’s grandmother (“Masae”) (collectively, the “Matsuba Family”).
2. Dorothy Matsuba
Goeku testified that Dorothy was “the boss” and he provided her with a weekly report for
the business. Dorothy signed checks on Debtor’s behalf and had the ultimate say on payments
made by the Debtor. She had a working understanding of how money would come in and out of
the Debtor’s accounts. The Debtor made a $1,008.36 payment for Mayumi Matsuba (one of
Dorothy’s aliases) and paid Dorothy’s real estate license dues post-petition. Dorothy’s control of
the Debtor is a big part of why the Trustee has not been able to effectively marshal records and
assets. Debtor’s inability to turn over estate property to the Trustee was attributed to Dorothy,
and OMS, LLC’s control over the Debtor’s books and records and made it impossible to get any
full understanding of the Debtor’s affairs. Dorothy also controlled all mail coming in to the
Debtor and the other entities.
3. Tom Matsuba
Tom has been the officer of OMS, LLC, Ramsfire Global, LLC and Westside Servicing
Company since 2003. Debtor’s monthly operating report (“MOR”) showed that its bank accounts
were used to pay Tom’s personal expenses including payments made for his personal credit
cards, Porsche and Mercedes automobiles. Tom, however, has testified that he never received
any money from the Debtor. Tom also controlled the post office boxes used by the Debtor and
other Defendants and, along with Dorothy, refused the Trustee access to the Debtor’s records.
4. Jamie Matsuba
Jamie is an officer of OMS, LLC and Ramsfire Global, LLC and Ramsfire Equity
Partners, Inc. since 2003. Jamie was pivotal in changing the names of various entities and
transferring properties into new names following Debtor’s bankruptcy in order to maintain
control of properties that the Trustee could assert were part of the estate. She has commenced
litigation post-petition over properties identified as the Debtor’s. Jamie also signed the earlier
bankruptcy petition for Ramsfire Equity Partners, Inc., a previous bankruptcy case used to stop
foreclosure activity on some of the properties controlled by this group. The Debtor was paying
Jamie’s salary for the 90 days preceding the Debtor’s bankruptcy filing, and has been listed as a
previous officer of the Debtor in one of its earlier SOFA’s. Goeku has testified that he regularly
consulted Jamie for advice on what to do.
5. Westside Servicing Co
In October 2003, Tom registered Westside Servicing Company as a Nevada corporation
acting as its only officer. The public records show that Westside Servicing Company made
regular loans to one or more of Defendants secured by real properties controlled by Defendants.
Westside Servicing filed a proof of claim in Debtor’s bankruptcy in the amount of $5,145,000
and was involved in the property transfers as described below.
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6. OMS LLC And Ramsfire Global LLC
On December 23, 2003, Tom and Jamie together registered OMS, LLC and Ramsfire
Global, LLC. OMS, LLC in previously filed documents has been referred to as Ramsfire Global,
LLC. On January 30, 2012, 21 days after Debtor Owner Management Service, LLC filed
bankruptcy, Jamie amended Ramsfire Global, LLC’s Articles of Organization to change its name
to OMS, LLC. On March 9, 2012, OMS, LLC filed an application to register as a foreign
corporation in order to use OMS Global, LLC as its name in California. Ramsfire Global is one
of the “investors” who contributed funds monthly to support the Debtor’s general operations
including making payroll and funding litigation expenses. See Goeku’s Testimony below.
7. Ramsfire Equity Partners, Inc.
On December 23, 2003, Jamie registered Ramsfire Equity Partners, Inc. in Nevada.
Ramsfire Equity Partners, Inc. formerly served as a member of OMS, LLC. In May 2011,
Ramsfire Equity Partners, Inc. filed a petition for Chapter 7 bankruptcy relief before this Court,
signed by Jamie and Ronald Tym as counsel. The only creditor disclosed was Wholesale Auto
Trim, Inc., a California corporation. Jane (Dorothy’s daughter and Jaime’s sister) was the agent
for service of process for Wholesale Auto Trim. As described earlier, the 2011 bankruptcy was
used to delay foreclosure on at least five properties where there were various transfers and
“junior liens”.
OMS, LLC and Ramsfire Global, LLC. Ramsfire Equity Partners, and Westside
Servicing Company are registered with the same addresses at 101 Convention Center Drive,
Suite 700, Las Vegas, Nevada 89109 and P.O. Box 27740 Las Vegas, Nevada, 8912613 (the
“Las Vegas Addresses”). Tom and Jamie have controlled these overlapping entities since 2003.
8. CD-04, Inc.
In April 2004, Masae (Goeku’s grandmother) registered CD-04 in Nevada. CD-04 holds
junior liens on real properties held in trust. It has filed proofs of claim in Debtor’s case based on
these transfers.
9. Owner Management Service, LLC.
In May 2008, Tom and Jamie registered Owner Management Service, LLC in Nevada
using the same Las Vegas Addresses as Westside Servicing, OMS, LLC, Ramsfire Global, LLC
and Ramsfire Equity Partners, Inc. In July 2009, Owner Management Service, LLC was
registered this time in California with the same Las Vegas Addresses. Owner Management
Services, LLC also did business as Boston Holding Company, Trust Holding Service Co., and
Bill Pay Service.
10. Boston Holding Co.
In October 2008, Boston Holding Company was registered in California as a fictitious
name of Owner Management Services, LLC. In the Fictitious Business Name Statement
application, it states that registrant commenced transacting business under the fictitious business
name listed above in May 2004. See RJN Ex. 14. The Debtor claims it would use the name
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Boston Holding when it was loaning money to other entities. According to the Debtor’s
Amended Schedule D, as Boston Holding, it loaned almost $1.4 million secured by trust deeds in
second, third and fourth position on seven properties. Plaintiff claims that although the
investigation is still on-going, the documents show that Boston Holding Company only loaned
money to one or more of the Entity Defendants, like Creative Group Resource, one or more of
the Individual Defendants, or to “trusts” controlled by Defendants. The notes and other
supporting accounting or financial materials concerning these purported loans have not been
located and were not produced by Defendants.
11. OMS Global, LLC
Two months after the Debtor’s bankruptcy filing, OMS, LLC filed an application to
register a foreign corporation in order to use OMS Global, LLC as its name in California. OMS
Global claims that it is the Debtor’s successor trustee for numerous alleged real property trusts
with consumer borrowers. On July 24, 2012, attorney Ronald Tym filed a proof of claim for
$10,993,000.00 on behalf of OMS Global, LLC based on promissory notes for money lent to the
Debtor at 15% interest, secured by various real properties pursuant to short form deeds of trust
and assignments of rent with secured positions through “Estimated Value of First Lien on Rent.”
OMS Global is controlled by Dorothy and Jamie. Ryu Goeku, the Debtor’s principal, worked for
OMS Global and was terminated in Fall 2013.
12. Creative Group Resource, LLC
Debtor’s first MOR included unexplained transfers from the Debtor’s bank account to
Creative Group Resource, LLC (“CGR”). CGR was described as having three departments –
property management, short sale and legal. CGR was an “investment company” and specifically
not a property management company. It owned 50 properties that it acquired through “equity
purchase contracts, subject to short sale.”
C. The Commingling of Debtor’s and Defendants’ Books and Records
On March 14, 2012, the Court entered an order converting this case to one under Chapter
7, and a Trustee was appointed to serve as the interim Chapter 7 trustee. On March 22, 2012, at
9:00 a.m., the Trustee personally appeared at the primary business address of the Debtor as listed
on the Debtor’s voluntary petition to inspect the premises and to conduct a preliminary
investigation of the Debtor’s on-site books and records. The signage at the business location
identified “OMS LLC” as the principal occupant. The Trustee was denied access to the business
location by Ronald Tym (“Tym”) (Debtor’s Counsel), who stated that he could not reach Goeku,
and therefore, Tym was not authorized to permit the Trustee entrance to the Business Location.
Further, Tym stated that the Business Location was no longer the principal place of business of
the Debtor, and none of the Debtor’s books, records and/or computers were located there. Later
that day, the Debtor agreed to provide its books and records to the Trustee by March 27, 2012.
That production never occurred. On March 29, 2012, the Trustee filed an emergency motion for
issuance of a temporary restraining order and preliminary injunction enjoining the Debtor, its
principals, agents and attorneys from taking any action with respect to the Debtor’s books and
records, and further, for an order compelling Debtor to comply with the Trustee and to turn over
property of the Debtor (the “First TRO Motion”). On March 30, 2012, the Court entered an
Order granting the First TRO Motion.
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On April 18, 2012, the Court issued its Order On Access to Debtor’s Books and Records
(the “Record Preservation Order”) requiring the Debtor to maintain its hard copy and digital
books and records at the OMS Building in their current condition and further ordered that the
Debtor shall not alter or destroy the records and requiring the Debtor to provide access to review
and copy the Debtor’s hard copy and digital records. On April 25, 2012, the Trustee’s
professionals attempted to gain access to the Debtor’s books and records but were again denied
access by Goeku and Dorothy claiming that multiple businesses were conducted out of the OMS
Building and their investigation would be disruptive.5 On December 13, 2012, the Trustee was
provided access to a copy of the OMS Building server. None of the required accounting records
were on the server nor has the Debtor maintained a copy of such information in violation of the
Court’s Order. None of these facts were disputed in Defendant’s response to the Motion.
The Debtor failed to preserve and turnover its records as ordered by the Court. As of June
2013, a full 18 months after the bankruptcy was filed, the Trustee had still not obtained a full
copy of the Debtor’s books and records or the original records, and it is unlikely that adequate
funds exist to seek or enforce contempt orders or employ forensic and investigative assistance.
Although OMS, LLC contends it produced a copy of the OMS Building server to the Trustee, the
evidence demonstrates that this copy did not contain any relevant records regarding the Debtor’s
business or finances. The Trustee did not find any documents maintained in the OMS Building
server to evidence the Debtor’s financial transactions. The Debtor has repeatedly admitted that
OMS, LLC and Dorothy have control of the Debtor’s records which the Trustee has been
attempting to obtain since he was appointed. This case has been pending for over three years, and
the Debtor’s inability to turn over estate property to the Trustee due to Dorothy and OMS, LLC’s
undisputed control over the Debtor’s books and records has never been resolved. Without
adequate financial records it is extremely difficult, if not impossible, to identify and allocate
Debtor’s assets from Defendants.
The control of the Debtor’s records and inability of the Trustee to marshal records and
assets of this estate arises in large part to the control of every aspect of the Debtor’s business by
Defendants. The similarity in various names used by the Debtor and Defendants along with the
unity of operations has interfered with the Trustee’s administration of the estate and collection of
estate assets. The Trustee’s efforts to collect rents from tenants placed in the Debtor’s properties
at the beginning of the case was thwarted by people at the “OMS office” and Tym contacting
tenants and instructing them to pay rent to them instead of the Trustee. See Declaration of
Raphael Figueroa, filed as Document # 137 in this adversary in support of motion for summary
judgment. Goeku has testified that the Debtor intermixed its mail with multiple of Defendants by
using the same addresses including: (a) P.O. Box 3836 which belonged to Dorothy, (b) P.O. Box
3069 owned by Tom personally and (c) a P.O. Box at 9800 Topanga Canyon Boulevard, Suite D
#312, Chatsworth, California 91311. According to his testimony, the Debtor only had access to
these P.O. Boxes when Dorothy or Tom permitted access on a weekly basis by letting Goeku
borrow their keys. Neither Goeku nor the Debtor had independent access to these P.O. Boxes
without permission from Dorothy and/or Tom, nor did the Debtor retain a key to the P.O. Boxes.
Goeku has been put forth as the Debtor’s principal, but it has been difficult for the
Trustee to take control of the Debtor from him because of the control of the other Defendants
5 A detailed account of the Trustee’s professionals attempt was provided by Linda Lee. RJN, Ex. 24 (ECF #3-24) at
358:6-359:5; Ex. 50 (ECF #3-57) at 2293-2297.
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over Goeku. At his F.R.B.P 2004 examination in this case, Goeku testified about his involvement
with the Debtor, beginning in 2008, its employees, the “OMS Building” and his relationship with
Dorothy. According to Goeku, in 2008 he was a salaried employee of the Debtor hired to
perform maintenance work. Simultaneously, he was “helping out” at Jane’s company, Creative
Group Resource. Goeku testified that he became the Debtor’s owner in 2009. Goeku admitted to
consulting Dorothy on a weekly basis regarding the Debtor’s business. In 2010, when Goeku was
deposed in relation to a lawsuit by Defendant Creative Group Resource, his testimony was
completely to the contrary. See Motion for Summary Judgment at 15-16. He claimed that he was
never paid by Defendant Creative Group Resource. The Debtor occupied Unit A of the “OMS
Building,” Defendant Creative Group Resource was in Unit B and Power Dot Realty operated in
Unit C. Shortly after the Debtor filed its bankruptcy petition, Defendant OMS Global started
working out of the Debtor’s office in Unit A.
D. The Entanglement of Defendants’ and Debtor’s Finances
While Defendants argue that they are separate entities who can untangle any commingled
accounts and affairs, they do not dispute Debtor’s prior statements made under penalty of perjury
showing how commingled their affairs are. On January 9, 2012, the Debtor filed its petition. The
Debtor’s initial Schedule B disclosed just one bank account with $32,000. Its original Statement
of Financial Affairs (“SOFA”) disclosed that Tom and Jamie were the Debtor’s former managers
whose management of the Debtor terminated on December 31, 2011. The Debtor claimed its
2010 and 2011 income to have been $100,000 and $260,000, respectively.
On April 17, 2012, the Debtor filed its first monthly operating report (the “1st MOR”) in
which it identified six bank accounts. The initial bank statement in the 1st MOR showed eighteen
mortgage payments being made. There was over $230,000 in deposits with no information
regarding the source of funds. The 1st MOR also showed transfers into the Debtor’s disclosed
bank accounts from bank accounts that were held in the Debtor’s name but had not been
disclosed. Additionally, the 1st MOR included three withdrawals totaling $190,000 from local
branch banks. Over $180,000 in checks were written from the Debtor’s bank account with no
explanation. The 1st MOR and the Debtor’s bank account records also show a significant amount
of pre-petition and post-petition transfers among the Debtor’s disclosed bank accounts. The
Debtor’s balance sheet showed a personal loan from Tom for over $180,000. In addition to
Debtor’s bank statements, in its 1st MOR, the Debtor included six pages of OMS Global
transactions which were made from the Debtor’s accounts. The transactions attributed to OMS
Global included the same expenses routinely paid by the Debtor: pre-petition utilities on the
OMS Building; salaries for the Debtor’s employees including Tym, Goeku and Jamie, among
others; legal expenses; insurance costs; HOA dues and Tom’s Porsche automobile payment. The
Debtor expressly admitted that its “[a]ccounts were used for multiple business (sic) as bill pay
accts (sic) and rent collection accts (sic).”
On May 1, 2012, the Debtor filed its second monthly operating report (the “2nd MOR”)
disclosing two new additional bank accounts in the name of OMS, LLC, making a total of eight
disclosed accounts. Just as in the 1st MOR, there were unexplained transfers among the Debtor’s
bank accounts in the 2nd MOR. Similarly, the 2nd MOR showed that Tom’s personal expenses
were paid through Debtor’s accounts. The 2nd MOR also demonstrated the following: (a)
unidentified payments to Defendants Wholesale Auto Trim and Creative Group Resource, LLC,
(b) almost $150,000 in checks written with no explanation, (c) almost $325,000 of deposits with
no identified source, (d) a $184,700.22 loan from Tom and (e) an express admission to
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commingling the Debtor’s finances with related entities. The same types of transactions were
specifically identified for OMS Global as in the 1st MOR. Additionally, there was a $1,008.36
payment for Mayumi Matsuba (one of Dorothy’s aliases) and mortgage payments made on
behalf of “J Matsuba”.
On May 7, 2012, the Debtor filed an amended Statement of Financial Affairs (the
“Amended SOFA”) in which it disclosed $1.8 million in income for each year 2010 and 2011 (as
compared to the $100,000 and $260,000 initially disclosed). Within 90 days preceding this
bankruptcy, the Debtor paid Jamie and Jane’s salaries and paid for Dorothy’s real estate license
fees. The Debtor identified Goeku and Jamie as insiders. Debtor did not disclose Tom and Jamie
as former managers as it had in its original SOFA.
On May 23, 2012, the Debtor filed its amended Schedule B which only disclosed four
bank accounts containing over $250,000 when previously it had disclosed eight in its 2nd MOR.
Neither Debtor nor Defendants have explained this change and filed nothing to explain why
Defendants were using Debtor’s bank accounts.
On July 24, 2012, attorney Tym filed proofs of claim for Defendants OMS Global, LLC,
Ramsfire Equity Partners, Inc., Westside Servicing Company and CD-04, Inc., all of which were
for claims based on promissory notes for money lent to the Debtor at 15% interest, secured by
various real properties pursuant to short form deeds of trust and assignments of rent with secured
positions through “Estimated Value of First Lien on Rent.” These claims totaled over $20
million and involved 165 properties. The supporting documents to these claims reflect loans
made only to other insiders and/or affiliated companies. Tym also filed Tom’s proof of claim for
$119,022.00 asserting a loan to the Debtor on an unsecured basis, even though Tom testified
before this Court that he never loaned money to the Debtor but only invested in properties.
Subsequently, these proofs of claims were conditionally withdrawn.
At a continued first meeting of creditors in May 2012, Goeku testified that the Debtor
transferred over $100,000 to Defendant OMS Global around the time of filing its bankruptcy
petition. Goeku also testified that Dorothy was Debtor’s landlord for the OMS Building.
On May 29, 2012, this Court conducted an evidentiary hearing on the Debtor’s motion to
reconvert to chapter 11 or dismiss its case. Forensic accountant Linda Lee testified on behalf of
the Trustee that the Debtor deleted over $1.5 million in transactions from its Quickbooks records
prior to delivering the record to her. The Debtor offered testimony of its accountant, Bryan
Avaylon, who was hired to prepare the 1st and 2nd MORs. During this process, he met with the
Debtor’s bookkeeper, Al Faigel. Avaylon testified that the reason the Debtor’s QuickBooks
records were altered was to try to separate out the Debtor’s expenses from “everything else.”
Avaylon admitted that “regardless of source, [monies] would be deposited into one or more bank
accounts and expenses would be paid, regardless of which entity it was for, from those
accounts.” Avaylon testified that he had to rely on representations by Al Faigel just to identify
the Debtor’s assets because Debtor does not have financial statements. According to Avaylon’s
testimony, the Bill Pay Services bank account was for “all intents and purposes used for any and
all disbursements” for the Debtor and other companies. These companies included Defendant
OMS Global, among others. Avaylon also testified that the Debtor had multiple “bill pay”
accounts through which debts were paid for “all different entities” and that the Debtor’s
income/deposits were commingled with those of other entities in multiple bank accounts.
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At this hearing, Goeku testified that the Debtor’s records were grouped together with
records of non-debtor entities and that the Debtor shared its server with all of the non-debtor
entities in the OMS Building, in other words with Defendants. When asked about the Debtor’s
cash management system, Goeku testified that Dorothy signed checks on the Debtor’s behalf and
that Dorothy had the ultimate say on any payment made by the Debtor, despite the fact that
Goeku was the sole “principal.” Dorothy was compensated by the Debtor for “money [that]
comes out of her pocket”, according to Goeku.
In August and September 2012, Goeku provided deposition testimony related to the
Debtor’s second motion to dismiss this bankruptcy case. According to Goeku, the Debtor’s
financial records were commingled with those of other entities including OMS Global and
another entity controlled by Tom. Goeku was unclear as to exactly how Debtor’s financial
records were maintained or where the financial records were kept. He vaguely referenced Al
Faigel’s laptop, a desktop computer in the Debtor’s office at the OMS Building, the Debtor’s
Microsoft Outlook program and “the server”.
Goeku testified that the Debtor operates and funds its litigation by using the Debtor’s
rental proceeds, plus Defendants Dorothy, Tom and Jamie’s personal funds, plus borrowing
funds from the Defendant entities. Goeku estimated that the Debtor borrowed anywhere from a
few thousand to about $30,000 per month based on the Debtor’s expenses. To facilitate the loans,
Goeku said he would call Dorothy, Tom and Jamie every month to every six weeks, on average,
asking for money because the rental proceeds from the Debtor’s properties was insufficient to
cover its operating expenses. Goeku claimed that Dorothy, Tom and Jamie had a working
understanding of how money would come into and out of the Debtor’s bank accounts.
According to Goeku, there was no paperwork documenting the money borrowed from
Defendants although the recorded Deeds of Trust reference a “note” for each transaction.
Dorothy would decide to which account the money would be transferred. Goeku had no
decision-making authority. Dorothy would transfer the funds to the Debtor electronically. Goeku,
Debtor’s Principal/Manager, had no knowledge regarding to which bank account(s) Dorothy
would transfer the money. Goeku was unable to estimate how much the Debtor borrowed from
Dorothy on a monthly or bi-monthly basis nor could Goeku provide an estimate of how much the
Debtor borrowed in total for the year 2009 for business operations, even when asked about
figures ranging from $100,000 to several million dollars. Subsequently, Goeku estimated that in
2009 the Debtor borrowed between $500,000 and $2 million from Dorothy and Tom individually
on an unsecured basis. After being asked about the $20 million in proofs of claim filed by certain
of Defendants, Goeku then testified that the Debtor borrowed over $20 million from 2009
through 2011 from Defendants. Goeku testified that the $20 million was used by Debtor to
purchase junior trust deeds encumbering the Debtor’s properties, make HOA back payments,
property repair and maintenance, insurance, legal costs, payroll and the Debtor’s general
business overhead.
Despite being the Debtor’s principal/manager, Goeku had no knowledge as to how
money was specifically spent or which bank accounts any money was deposited in, the medium
for transfer of the money, and no certainty that the Debtor actually received these purported
“loaned funds.” In addition to commingling the Debtor’s records, Goeku admitted that the
Debtor’s bank accounts were used to pay the debts of other people and entities “as a favor’”
among Defendants. When asked how many bank accounts the Debtor had, Goeku responded, “I
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was aware of three.” Goeku did not know at which banking institution(s) the Debtor’s three bank
accounts were maintained. According to Goeku, the three accounts were used for payroll
expenses, security deposits and general expenses. Goeku acknowledged that either Al Faigel or
Dorothy signed the checks, although neither is an officer or principal of the Debtor.
E. The Entangled Property Transfers
The evidence of property transfers between Defendants further complicates any hope of
accurate identification and allocation of assets. The undisputed record points to over seven
hundred transfers of real property starting as early as 2003 among the Debtor and Defendants to
strip available equity from the properties through loans from non-insider lenders. See Second
RJN Ex.160, Declaration of Karen Lasik Regional Manager of Library & Research Services in
the law firm Bryan Cave LLP, counsel for Plaintiff Bank of America, N.A.6 Plaintiff’s evidence
based on only public records provides representative examples of five different properties that
illustrate the numerous transfers between Defendants. See RJN Ex. 51-128. As discussed above,
in each example, the public records indicate title is transferred from an individual to one of the
Defendants such as Creative Group Resource. Deeds of Trust are then recorded in favor of one
of the Defendants. Once the Individual Defendant obtained title, he or she would encumber the
property with additional loans, typically from a traditional lending institution, and Deeds of Trust
and then transfer the property again to a different Defendant or to a newly formed trust. See
supra Sect. III. A, p. 11-12.
The extreme and creative property transfer system utilized by Defendants is evident
throughout the exhibits. Plaintiff walked the Court through an example of how the properties
regularly change hands. Plaintiff referenced Request for Judicial Notice exhibits 56-71, which
are a series of public documents related to one property demonstrating the transfers between
Defendants and others from 2001 to 2012. All of the transfers were recorded with the Los
Angeles County Recorder’s Office regarding 20340 Marilla St., Chatsworth, CA 91311, property
lot 56 of tract 23471. This example highlights the way that the same property was used repeated
times between Defendants.
On August 29, 2001, there was a Grant Deed transfer from the original homeowners to
Defendant Creative Group Resource. See RJN Ex 56. On January 25, 2002, Creative Group
Resource (Defendant) transferred the property to Tom (Defendant) by Corporation Grant Deed.
See RJN Ex. 57. On June 23, 2003, there was a Grant Deed from Tom to Jane (not a Defendant
but an insider). See RJN Ex. 58. On May 19, 2004, there was a short form Deed of Trust and
Assignment of Rents from Jane to Boston Holding Company as beneficiary See RJN Ex. 59
(linking Debtor to this property). On September 30, 2004, there was a Grant Deed transfer of the
property from Jane to Yun Matsuba (aka Dorothy). See Ex. 60. On October 25, 2005, there was a
Deed of Trust recorded showing the property was used to obtain a loan from a traditional lender
in the amount of $332,000. The Borrower was Yun Matsuba. See RJN Ex. 61 bate stamp 2359.
6 Her Declaration states, “I performed research to determine if OMS, LLC, Dorothy Matsuba, Mayumi Matsuba,
Yun Matsuba, Thomas Matsuba, Jamie Matsuba, Jane Matsuba, Ryu Goeku, Masae Matsuba, Masae Ishida,
Creative Group Resource, LLC, Ramsfire Equity Partners, Inc., Ramsfire Global, LLC, Westside Servicing
Company, and Trust Holding Service Co. are the current title owners of record of any real property. Each of these
names were entered into the Lexis Nexis Real Property Public Records database. I then reviewed the search results,
which identified that these individuals and entities were involved in over 700 separate transactions pertaining to
hundreds of properties. These transactions involved either the transfer of property interests or the creation of liens on
parcels of property.” ECF #4; Second RJN, Ex. 160 at 5734-5857.
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On February 1, 2006, Washington Mutual recorded an Equity Deed of Trust in the amount of
$199,000. See RJN Ex. 62. On February 17, 2006, a Deed of Trust with assignment of rents was
recorded from Yun Matsuba to Westside Service Co. (Defendant). See RJN Ex. 63. On February
6, 2007, a Grant Deed transfer was recorded from Yun Matsuba to Creative Group Resources.
See RJN Ex. 64. On April 16, 2009, a Notice of Default was recorded by secured lender
exercising its default rights. See RJN Ex. 65. On May 6, 2010, a short form DOT and assignment
of rents from Creative Group Resource to Boston Holding Company (dba of debtor) as Trustee
and Ramsfire Global LLC (now OMS Global) was recorded. See RJN Ex. 66. A Notice of
Trustee Sale was recorded on May 18, 2010. See RJN Ex. 67. On May 18, 2010, a Substitution
of Trustee and Assignment of Deed of Trust from Lender was recorded. See RJN Ex. 68. On
May 19, 2011, another Notice of Trustee Sale was recorded. See RJN Ex. 69. On March 2, 2012,
a Grant Deed from Creative Group Resources to Marilla Trust and Trust Holding Service Co.
(dba of Debtor) as Trustee was recorded. This transfer was a post- petition receipt of property to
the Debtor as trustee when Debtor was still in a chapter 11. See RJN Ex. 70. Another Notice of
Trustee Sale recorded on March 20, 2012. See RJN Ex. 71.
This evidence demonstrates how complicated and time consuming it will be to untangle
and allocate the Debtor’s assets from Defendants assets, if that is even possible. In addition, this
evidence only accounts for tracing on a property by property basis, and there is no evidence that
tracing title can be attributed to an entity. Even if someone had a snapshot of a property today,
that person would not be able to tell if any income were attributable to a property, or whether the
rent belongs to the title owner or another entity, or if the title owner serviced the loan. There is
no information on this type of tracing even though Defendants claim it exists. Even Defendants
don’t know who owns particular assets. At least three of Defendants, including OMS Global,
Westside Servicing and Jamie, have commenced litigation over real property initially identified
as the Debtor’s property on its bankruptcy schedules.
The Individual Defendants have attached lists of the properties they own separately as
exhibits to each of their declarations. While their statements that they believe they own the
properties separately from the Debtor are taken as true at this stage, the declarations provide no
explanation of how they acquired the properties, who is entitled to the rents or loan payments
from the properties and whether these properties’ finances are part of the commingled bank
accounts discussed earlier.
Dorothy lists three real properties which she states she owns or which are held in trust for
her. One of those properties is 20632 Lemarsh St. in Chatsworth, California. In her earlier
disclosures, she listed Tom as the owner of that property. Similarly, in his declaration in
opposition to the motion, Tom lists fifteen real properties that he owns or which are held in trust
for him. In his discovery responses, he listed solely eight properties. Jaimie has filed a
declaration stating that she owns seven real properties, but she provided only five real properties
in her discovery responses. Even if all Defendants’ statements are taken as true, the Trustee
would not know which one he could rely on.
F. Time and Expense to Unscramble Debtor and Defendants
It is difficult to determine which entity holds what interest and who is entitled to collect
what. Plaintiff submitted several charts highlighting the entanglement of the Debtor’s affairs
with Defendants. See Motion Ex. A-D including exhibits submitted as supporting evidence; see
also Reply Ex. D Amended Defendants Property Disclosures. The demonstrative chart attached
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as exhibit A to this memorandum of decision, emphasizes the interrelatedness between
Defendants. The chart, as well as the undisputed evidence underlying the graphical depiction
demonstrates the complete overlap and inter-connection among Defendants and an undisputed
tangled web of confusing relationships and control.
Defendants’ declarations saying that it is possible to trace the assets are not sufficient to
raise a genuine issue of material fact. They provide solely conclusory assertions and a hopeful
opinion by a forensic accountant that it could theoretically be done. They do not address whether
it can be done on an entity by entity basis. The Trustee’s professional, Linda Lee, filed a
declaration stating that is would cost tens of thousands of dollars to just attempt to unscramble
the assets and transactions. Defendants claim that they will pay the expenses necessary to
unscramble its assets from the Debtor, but again, no evidence of whether this is even possible has
been submitted and the cost of trying to do so has not been actually provided to the Trustee. The
Trustee has been trying to sort out the records and assets of the Debtor since he was appointed in
2012 and repeatedly sought Defendants’ assistance simply to obtain records. Thus, it is
undisputed that substantial estate resources will be required to attempt to untangle Defendants’
assets and liabilities, if at all possible. As the business model appears to have been designed to
confuse homeowners, lenders and courts, any reconstruction is likely to be arbitrary and fictional
as well.
The Grobstein Declaration was vague and incomplete, relying heavily on hypothetical
language. Statements such as: “If the information can be reconstructed on a property by property
basis, and the properties can be attributed to specific entities…” and “assuming all entries in
Quickbooks contains this level of detail…,” indicate he does not know exactly how well he could
reconstruct the records. Grobstein’s opinion was limited to transactions in the general ledger and
bank records and whether those can be segregated by entity. The records that were provided to
Grobstein are from a very limited time period: August 2009 through May 2010 and June 2010
through March 2011. Grobstein claims to have reviewed statements for 2011 and a Quickbooks
general ledger where HOA dues were recorded so he was able to identify the property, but
Grobstein did not attach any reports or provide copies of what he looked at or what his
reconstruction looked like. The Defendants’ declarations attached some records but it is unclear
whether they are the same as were provided to Grobstein or whether the documents contain the
entire universe of records available. Grobstein also mentions the limitations with “handwritten
checks that are illegible, and cashier’s checks that do not provide a name of originator.”
Grobstein states there is no detail for the checks other than the amount, date and check number
but he believes he can reconstruct the details regarding the disbursements. The Grobstein
Declaration confirms that Defendants accounts were not maintained in a separate way ever and
any reconstruction will be lengthy and difficult even for a limited time period.
Grobstein does not seem to have been provided with the Motion for Summary Judgment
and supporting documents. He did not comment on the report of Linda Lee explaining that $1.5
million in transactions were deleted from the records before they were delivered to the Trustee,
so he does not explain how this could properly be reconstructed or even considered reliable.
Grobstein fails to discuss the various property transfers between Defendants and Debtor and does
not address whether the properties can be attributed to a particular entity or individual. Even
though the limited deposit slips provided sometimes indicate the name of the property, there is
no tie in to who owned or controlled the property, what litigation is going on, who resides in it,
etc. Grobstein refers to disbursement results and believes they can “identify the purpose of the
transaction and which entity the expense related to.” But Grobstein does not state for which time
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period or which properties, or which of the many entities owned the property at the time.
Finally, Grobstein fails to mention how long and what cost this reconstruction would
take. Grobstein generalized that it could, in theory, be done. Grobstein, however, needed text
recognition software to search for check numbers on bank statements to correlate to a check stub
and whatever other information they had, such as an invoice. Using the 2012 filing date and
going back 6 years for a fraudulent transfer analysis, this would need to be done for every check
for 6 years. The Trustee’s professional fees are already quite high. There have been 1200 docket
entries in the bankruptcy case, 40 adversary proceedings filed and hundreds of hearings held
since this case was filed. The effort it has taken simply to marshal the assets and liabilities so far
has been herculean. The Court is aware of Grobstein’s work in other cases and recognizes his
skill, and even he could not conclusively say the tracing and transactions could be reconstructed
and, if so, what that would cost. Grobstein does not raise an issue of material fact preventing
substantive consolidation. His hypothetical and limited observations are simply insufficient, even
given all reasonable inferences in Defendants’ favor to ignore the overwhelming evidence of the
purposeful entanglement of Defendants and Debtors assets and business functions.
The Grobstein Declaration is also based on the assumption that he can rely on the
assistance of Defendants and, subsequently, the Trustee and creditors can rely on whatever
tracing he provides. He offers the tracing he hopes to do someday with no reference or apparent
review of previous testimony in the bankruptcy case about the accounts he hopes to review.
Goeku testified that Al Faigel had multiple businesses’ financial records mixed with the Debtor’s
and that the Debtor has no record of the money it has borrowed from Dorothy, Tom, Jamie and
their entities. Debtor’s pleadings and testimony throughout the bankruptcy case have disclosed
different bank accounts, and Grobstein does not seem to have been provided records or access to
those accounts. None of Defendants’ declarations provide any testimony as to which bank
accounts belong to the Debtor and which ones belong to Defendants. They also do not even
comment on the MORs filed early in the case showing hundreds of thousands of dollars being
withdrawn, deposited and transferred that seem to contradict the analysis Grobstein hopes to
perform showing a clear delineation of different entities.
As to the second Bonham factor, Plaintiff has provided sufficient evidence to
demonstrate commingling of assets and business functions between Debtor and Defendants and
establish that the affairs of Defendants were entangled with each other. Despite Defendants
assertions to the contrary, their entanglement with the Debtor was pervasive. Because the assets
of the Debtor are not traceable and identifiable, it is sufficient to satisfy the second requirement
of substantive consolidation under the entanglement prong.
G. Benefit of Creditors
According to the Bonham test, the Court must determine whether substantive
consolidation benefits all creditors. The requirement to “benefit all creditors” does not mean each
and every creditor but rather the creditor body as a whole. In re Stayton SW Assisted Living,
L.L.C., 2009 U.S. Dist. LEXIS 119186, at *12 (D. Or. Dec. 22, 2009). Substantive consolidation
of the Debtor and Defendants is necessary to avoid inequitable diminution of the Debtor’s estate
and to protect the Debtor’s creditors.
In connection with this adversary proceeding, Defendants produced responses to
Plaintiff’s discovery requests. Defendants’ answers to interrogatories revealed the following: (1)
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Defendants OMS Global, Westside Servicing, Dorothy, Tom and Jamie purport to serve as
trustee for multiple real property trusts and (2) Defendants OMS Global, Ramsfire Equity
Partners, CD-04, Westside Servicing and the Debtor hold junior liens on these real properties
allegedly held in trust. The estate’s assets will increase creating a larger pool of assets to
distribute to creditors. OMS Global is the title owner or manager of 32 real properties of which
11 properties generate approximately $21,850 per month in rental income. The estate’s assets
may be increased by additional properties that were abandoned by the Trustee in the bankruptcy
case but now generate rental income according to OMS Global. The Defendants disclose a title,
trustee and/or management interest in 53 properties that were previously property of the estate,
but abandoned by the Trustee. Of the 53 properties, Defendants claim 24 of these properties
produce rent at approximately $51,300 per month. The Trustee will need to evaluate what the
basis of ownership is for these properties and whether they should continue to be leased out.
New creditors may dilute the asset pool, but they won’t dilute the existing creditors’
allocation of assets. Defendants’ own undisputed evidence of few additional creditors confirms
that substantive consolidation will benefit the estate without any substantial burden. Defendants,
in connection with this adversary proceeding produced responses to Plaintiff’s discovery
requests stating that there are no additional creditors. The Entity Defendants asserted that they
have no secured or unsecured debt – i.e. they do not have any creditors. Dorothy stated that she
has no unsecured creditors but listed Verizon Wireless in her declaration submitted with the
opposition. Although, Tom and Jamie refused to disclose their debts under the United States and
California Constitutions, they provided a list of their liabilities in their declarations in support of
the opposition. This list included secured and unsecured creditors. Both Defendants list minimal
unsecured creditors and the secured creditors are protected by the properties they own. The
Defendants’ evidence establishes that the unsecured creditor pool will increase at most by
$60,000. The increase in additional assets will compensate for the slight addition to the creditor
claims. The percentage allocated to the current creditor pool may also increase if Defendants’
claims in the total amount of $8,076,372 are eliminated. Therefore, the asset pool may
potentially increase significantly depending on what the Trustee seeks to pursue under his
business judgment, and the creditor pool will not be significantly impacted.
The estate’s creditors will benefit because OMS Global will no longer control litigation
seeking to further the same fraudulent business model of the Debtor. Substantive consolidation
would also reduce the likelihood of further frivolous litigation asserted against other lenders and
servicers. The Court has addressed nearly eighty relief from stay motions in this case to date.
This benefits creditors and also reduces the burden placed on the courts to expend precious
judicial resources addressing frivolous, repetitive claims. Because foreclosure actions are
unnecessarily delayed, the trustee or lenders can stop advancing money for insurance and
property taxes.
Another creditor, Nationstar, who was granted its request to intervene in this adversary,
filed a joinder to the motion for summary judgment. At the hearing, Nationstar appeared and
argued that substantive consolidation would benefit not just Plaintiff Bank of America but it
benefits all lenders and stops piecemeal litigation, helping all creditors involved. No creditor
other than insider Defendants involved in this operation oppose the substantive consolidation
motion.
It is unknown whether substantive consolidation will assist the hundreds of homeowners
who were the original borrowers for the properties before they came into contact with the Debtor
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and Defendants. They have sporadically appeared and provided information throughout this
bankruptcy case and the previous related cases. Because of the multiple layers of trusts and
transfers designed by Defendants, they have not been noticed or considered creditors of any of
these bankruptcy cases. Some of them appeared to believe Defendants are still assisting them.
Some may have no idea that they may still be liable on the loans they took out despite the
subsequent trust deed transfers. It is unknown whether many of them could have obtained
legitimate loan modifications or short sales had they not first signed up for Debtor’s “Trust
Holding Service.” Their victimization by or cooperation in this operation is not addressed here
because the original borrowers have not been found to be creditors of the estate.
H. Balance of the Benefits and Harm
Substantive consolidation will not be a burden to the estate because the Trustee is already
familiar with eighty three of the ninety six parcels of real property that may come into the estate.
The Trustee can determine whether those properties should be quickly abandoned or
administered. The Trustee already abandoned fifty three properties that had been in the Debtor’s
bankruptcy case and thirty properties are currently administered by the Trustee. According to
Defendants’ disclosures, there are thirteen new properties that need to be analyzed. In addition,
substantive consolidation will render moot multiple pending adversary proceedings regarding
Debtor’s fraudulent transfers to Defendants, preserving estate assets. Finally, if the Trustee needs
to address all of the removed state court pleadings without having any authority over the other
entities, it will run up administrative expenses dealing with the litigation strategy developed by
Defendants to delay foreclosure.
No one has identified any harm to balance against the many benefits of consolidation.
Independently, the Court has inquired how individuals who have not filed for bankruptcy should
be handled here. There appears to be ample precedent for substantively consolidating an artificial
entity into another entity's or into an individual's bankruptcy case, but very little case law
consolidating a non-debtor individual into an entity's bankruptcy case. See e.g., In re Point
Center Financial, Inc., Case No. 8:13-11495 (Bankr. C.D Cal., June 30, 2014). The concept is,
however, the same where the facts warrant substantive consolidation. See e.g. In re Creditors
Serv. Corp., 195 B.R. 680, 692 (Bankr. S.D. Ohio 1996) ;7 see also In re Lahijani, No. SV 02-
01797 GM, 2005 WL 4658490 (Bankr. C.D. Cal. Oct. 3, 2005). Based on the evidence
presented, all Individual Defendants must be included with the substantive consolidation. The
egregious facts of this case present one of those rare cases where substantive consolidation of
non-filing individuals is also warranted.
The Court finds it is necessary to include the Individual Defendants because further harm
to the estate will result absent substantive consolidation. The Individual Defendants are the ring
masters behind the labyrinthine system of transactions and transfers of properties that can only
be untangled if the individuals use of accounts and property transfers are included. Each of the
7 The bankruptcy court ordered substantive consolidation of a corporate Chapter 7 debtor with non-debtor entities
operating out of same building and with the individual who owned all of debtor's stock, subject to certain
restrictions. In re Creditors Serv. Corp., 195 B.R. 680 (Bankr. S.D. Ohio 1996). The Court found substantive
consolidation was appropriate given the extent of entanglement between the various entities, whose resources were
freely used to satisfy each other's needs without regard to their separate identities, the evidence that this close
relationship had been used to fraudulently conceal debtor's post-petition business transactions, the lack of any
creditor opposition to consolidation, and the because the bankruptcy court's ability to lessen the impact of
substantive consolidation by imposing restrictions. Id.
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individual Defendants played a significant role in operating the joint scheme. If the Individual
Defendants are excluded, the Trustee will not be able to marshal the assets due to the numerous
transfers between the individuals and the entities. If excluded, Tom, Jaime, and Dorothy can
continue to form new entities and move Debtor’s remaining properties around in a way that
harms the Debtor and interferes with the Trustee’s administration of the assets. The Individual
Defendants would be free to continue to use the same business tactics to victimize borrowers at
the expense of lenders. Substantive consolidation will eliminate these types of tactics in the
future.
In addition, the Individual Defendants were entangled in the financial affairs of the
Debtor. Tom, Dorothy, and Jamie are the “investors” who contributed funds monthly to support
the Debtor’s general operations including making payroll and funding litigation expenses. There
are no records of the amount of funds that were deposited or withdrawn and no one provided any
loan documents that detail the terms for these transactions; i.e., rate of interest, length of the loan
and payment amounts. Tom, Dorothy, and Jamie had a working understanding of how many
transfers or transactions would come in and out of the Debtor. They also need to be included
given their involvement in Debtor’s post-petition business transactions. Plaintiff provided
evidence that the Individual Defendants control the Debtor’s business and finances, including
P.O. Boxes for the Debtor that is exclusively controlled by Dorothy and Tom.
Finally, the Individual Defendants have showed minimal separate financial affairs other
than the Defendant entities, so there is little risk of affecting their separate finances. In balancing
potential benefits and harm, the Court may utilize its equitable powers to diminish any
unnecessary harm to the Individual Defendants, if necessary.
IV. CONCLUSION
In summary, the financial affairs of the entities and individual defendants are so
entangled that they constitute a single enterprise. While some of the entities are separate on
paper, in practice they are treated as one enterprise by their principals, Jamie and Tom with
assistance from Dorothy. The needs of all Defendants are satisfied from available resources, and
the entities are used to pay expenses without regard to their separate identity. Contrary to
Defendants' assertions, the relationship is much closer than the mere sharing of the billpay
account. The Court finds that substantive consolidation of all Defendants is proper. The Motion
for Summary Judgment is granted.
The Ninth Circuit in Bonham ratified nunc pro tunc consolidation. The Ninth Circuit has
left it up to the discretion of the bankruptcy court to determine whether nunc pro tunc
consolidation is appropriate in each case without having to apply a specific test. In re Lahijani,
No. SV 02-01797 GM, 2005 WL 4658490, at *11 (Bankr. C.D. Cal. Oct. 3, 2005) (we leave it to
the discretion of the bankruptcy court to determine in light of the equitable nature of substantive
consolidation whether nunc pro tunc consolidation should be ordered. Bonham, at 771). The
Trustee could arguably recover transfers going back seven years from the petition date. In re
EPD Inv. Co., LLC, 523 B.R. 680, 683 (B.A.P. 9th Cir. 2015) citing Alexander v. Compton (In
re Bonham), 229 F.3d 750, 771 (9th Cir.2000) (when court orders substantive consolidation nunc
pro tunc, the filing date of the original bankruptcy petition is the controlling date from which to
measure the limitations period for trustee's avoidance actions). All Defendants are substantively
consolidated nunc pro tunc to January 9, 2012, the date Debtor filed bankruptcy. The Individual
Defendants objection to discharge considerations under 11 U.S.C. §§ 523 and 727 is still subject
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to further briefing if necessary and not specifically ordered nunc pro tunc at this time.
Although including the Individual Defendants is necessary, there may be conditions that
will need to be determined in the course of the case. Equitable principles allow substantive
consolidation with appropriate conditions. Creditors of individual debtors need a deadline to
object to discharge. Obviously, that cannot be a date that passed years ago at the initiation of
Debtor’s bankruptcy. Whether actions attributed to them for objections to discharge can date
back to Debtor’s original filing still needs to be determined if necessary. The Court is
considering limiting any § 727 actions based solely on activity after entry of a substantive
consolidation order. As the Individual Defendants, creditors and the Trustee may want to be
heard on what an appropriate deadline should be for objections to discharge, what type of order
for relief should be set under Federal Rule of Bankruptcy 2002(o), and any other notice or
deadlines to be set. The Trustee may also want to comment on whether any avoiding powers or
other rights or deadlines should be addressed as part of a subsequent order as to the nature of the
substantive consolidation’s nunc pro tunc application. All parties should brief these
administrative questions by May 22, 2015, if they want to be heard. All Defendants are ordered
to file their schedules within 30 days of entry of Plaintiff’s order.
The Court reserves the right to impose limitations and restrictions on this substantive
consolidation as needed and will address any issues that present themselves after the substantive
consolidation order has been entered. Further discussion of issues raised by the consolidation
will be discussed at the next status conference on May 27, 2015 at 2:00 p.m. Plaintiff should
submit a judgment and order in accordance with this ruling.
###
Date: April 29, 2015
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EXHIBIT A
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DEFENDANT AND RELATED PERSONS INTERRELATIONSHIPS*

" This chart is provided for demonstrative purposes only and not as evidence. See attached "Key" for caresponding exhibits attached to Plaintiff's Request for Judicial
Notice in Support of Plaintiff's Application for Order to Show Cause re Preliminary Injunction (the "Apolication’), as well as paragraph references to Plaintiff's Complaint
for Substantive Consolidation (the "Complaint"), both of which are filed concurrently herewith. This chart may not include all evidence or arguments supporting the
Application or the Complaint. Plaintiff's investigation is ongoing.

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NUMERIC CHART: KEY TO “DEFENDANT AND RELATED PERSONS INTERRELATIONSHIPS"

RELATIONSHIP EVIDENCE

Dorothy Matsuba to Debtor FIN Exh. 20 at pg. 142. RIN Exh. 21 at pg. 224, RIN xn,
Gwner Management Service, |24 at pgs. 472-473 and 485; RJN Exh. 22 at pg. 774, lines
LUC 13-18. pg. 717, lines 11-20, pg. B05 line 7 through pg. 810
line 20, pg. 225 lines 16-18, pg. 849 ine 13 through pg_
951 line 25, pg. 1000 line 5 through pg. 1005 line 7. pg.
1023 fine 5 through pq. 1028 line 24, pg. 1030), line 10
ough p. 1031, line 5; RUN Exh. 41 at pg. A037 line 20
cangh pg. 2047 fine 13; RIN Exh. 43 at pg. 2052 lines 174
28. pgs. 2054 - 2065; RUN Exh. 44 at pg. 2146, 214-
50, 2152; RJN Exh. 46 at pg. 2201; RUIN Exh. 54; RIN

COMPLAINT
PARAGRAPHS
6, 32-24, 38, 41-43, 45)
47, 6-30

ngs. S02 and 204 - 20

Exh. 55
2 Dorothy Matsubato OMS, [RIN Exh. 29 at pg. 9065, line 7 through p. B07, line 10; RIM |7, 34
Luc Exh. 44 at pgs. 2025 and 2040 through 2041; RUN Exh. 43

Exh. 52; RJN Exh. 53

3 [Dorothy Matsubato OMS, [RJM Exh. 2d at pgs. 505-507, RIN Exh. 41 atpgs. 20G5 [6,24
Global, LLC d M40 - 241: RUN Exh. 43 at pgs. 2052 and 2054 -
“054
4 FUN Exh. 28 atpgs. 905-507, RIN Exh 41 atpgs. 205 |g, 24
d 240 - 241: RUN Exh. 43 at pgs. 2052 and 2054 -
“045
=|RIN Exh. <o alpgs. Gi -av, RUN Ean 41 alpgs. os | 10, 04
d M0 - 241; RUN Exh. 43 at pgs. 2052 and 2054 -
“045
a RIN Exh. 28 at pgs. S05 - S07 11.4
7 FIN Exh. 22 at pgs. 605-007. RIN Exh. 41 atpgs. 207 -|12, 21, 4, TeoT
A035
Dorotny Matsuba to Greatwe [KIN Exn. 40 at pgs. Tat - Tite, po. Te - TE), pg. 13, 7
‘Group Resource 1995 - 1996, pg. 2002, pg. 2072 - 20713; RIN Exh. 51; RJM

Tom Matsuba to Debtor FIN Exh. 6; RJN Exh. 13; RIM Exh. 15; RUIN Exh. 18 at

pStobal, LLC

‘Owner Management Service, [pg 78; RIN Exh. 19 at pgs. 82, 28 and 25 - 100; RIN Exh.
LUG 20 at pgs. 142 - 143 and 151; RIN Exh. 28 at pgs. 701,
lines 3-24, pq. 776, line 1 through pg. 717, line 25, page
805, line 7 through p. B09, line 25, p. 884, line 18 through
p. 986. line 10 and pg. 1024, line 2 through p. 1028, line
4. and pg. 1030, ine 18 through p. 1031, ine 5
10 [tom Matsuba to Westside [RIN Exh. 1; RJN Exh. 10; RIN Exh. 29 atpg. 1700, 20, Gare
Servicing Co. 3-6. pg. 1195, line 21 through p. 1156, line & RIN Exh. 35
ogs. 1701-1702
11 Tom Matsuba to OMS, LLC [RIN Exh. 2: RUN Exh. 5 20, 105
12 Tom Matouba to Ramfire FUN Exh. 3; RUN Exh. & 145

Jamie Matsuba to Debtor FUN Exh. @; RUN Exh. 13; RUM Est. 15; RUIN Exh. 18 at

‘Owner Management Senice, [pg. 78; RIN Exh. 19 at pgs. 85-100; RUIN Exh. 20 at pgs.

LLG 142. 147 and 146-150; RJM Exh 22 at pg. 805, line 7
ough p. 807, line 18 and pg. 824, lines 6-23

14 Jame Matcuba to Ramsfire [RIN Exh. 9; RJN Exh. 20 at pg. 223, line 8 through pp 20, 22, 25-26, 5-53,
|Equity Pariners, Inc. 824, line 18; RIN Exh. 33 at pgs. 1502-1503; RIN Exh. | 62,114
a0 at p. 1208
15 Jame Matsuba to Ramsfire [PIN Exh. 3; RUN Exh. €; RJM Exh 26 at pgs. 676-678 and (20, 22, 26, 50453, 114
| Global, LLC N80, RIN Exh. 29 at pg. 822, line 12 throagh p. B23, line
a0
18 Jamie Matuuba to OMS, LLC [RIN Exh. 2, RIN Exh. 5, RUN Exh 268 at pgs. 624-603, 21, 23, 28, 51-53,
_ RIN Exh. 22 at pg 890) _ 114
ri Jamie Matsuba to OMS FIN Exh. 12 at pg. 100; RIN Exh. 20 at pgs. 147 and 142-/38, 50453
[Gtobal, LLC 150
peo 1

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NUMERIC CHART: KEY TO “DEFENDANT AND RELATED PERSONS INTERRELATIONSHIPS"

(COMPLAINT
LINE NO. __ RELATIONSHIP: EVIDENCE PARAGRAPHS
18 OMS, LLC to Ramsfire Equity/RJN Exh. 5 20, 22
; TIM EM oo atpg err mo, 20
20 Masae Ishida io CDHM, Inc. [RIN Exh. 5; RUN Exh. 14; RJN Exh. 29 at pg. 1731, line ai, 78
through p. 1133, fine 18, pg. 1134, lines 17-20; RJM
Exh. 34 at po. 1596
71 Debtor Owner Management [RIN Exh. 3; RUN Exh. 15; RIN Exh. 18 RIN Exh. 18 at 9/31, 32, 34, 37, 38, 40,
Senice, LLC to OMS Global, [pgs. 25-100; RJN Exh. 20 at pgs. 147-151; RIM Exh. 24 at) 52-54
Luc pg. 439, lines 4-10; RUN Exh. 20 at pgs. 812-813 and B23;
RUN Exh. 32 at pgs. 1495-1500; RJN Exh. 37 at pg. 1859,
lines 2-4: RIM Exh. 41 at pgs. 2004-2035
22 [Jane Garcia to Greatwe RIN Exh. 40 atpgs. 1068-1980, 1986, 1904-1008 and [e758
Group Flesource 7002-2003 _
x] Debtor Owner Management [RIN Exh. 19 at pg. 88: RIN Exh. 20 atpg. 143; RIN Exh. |30, 32, 38, 46, 87-20
Service, LLC to Creatwe 29 at pgs. 936 and 951-052
Group Resource _
24 Debtor Gwner Management [RIN Exh. 18 at pg. 49: RIN Exh. 19 at pgs. 95 - 100; RIN | 17, 33, 41, 47-48
Senice, LLC to Ryu Goeku Exh. 20 at pgs. 147 and 150; RJN Exh. 28 at pg. 700, fines
20-24, pg. 709, line 17 through pg. 712, line &
25 [Debtor Owner Management [RIN Exh. 1, RIN Exh. 3 RIN Exh. 20 at pg. 182; RIN 24, 36, 50-52
Senice, LLC ip OMS, LLC Exh. 37 at pg. 1959; RIN Exh. 43 at pgs. 2050, 2054 and
2057; RIM Exh. 44 at pg. 2146, lines 4-18; RIN Exh. 46 at
a 2201
26 {shale RIN Exh. &; RIN Exh. 15 27, 38
LLG
27 Debtor Owner Management [FIN Exh. 1; RN Exh. 3; RIN Exh. 22 atpgs. 305, ime? |24, 30, 43, 6-72
Senice, LLC to Westside cugh p. S07. line 4, pg. 212, line 18 through pg. £13,
Servicing Co. line 18; RUN 35 _ _
28 Debtor Qumer RIN Exh. 1; RUN Exh. 3; RIN Exh. 28 at pgs. 205, ime y 24, 38, 43, S04
Service, LLC to Ramsfire ough p. S07. line 4, pg. 812, line 18 through pg. 813,
‘Global, LLC line 18, pg. 822, fe 25 823, ine 2
i] Debtor Owner Management [RIN Exh. 1; RJN Exh. 3: RIN Exh. 23 atpgs. S05, lime y |24, 38, 43, 6082
Service, LLC to Ramsfire ough p. G07, line 4. pg. 812, ine 18 through pq. 813,
Equity Pariners, Inc. line 11; RJM Exh. 33 _
30 Debtor Owner Management [RIN Exh. 29 at pgs. 05, line F through p. S07, line 4, pg. (38, 43, 7087
anvice, LLC to CO4M, Inc. §812_ line 18 through pg. 813, line 11. RIN Exh. 34 _
E | Tom Matsuba to OMS RIM Exh. 19 at pq. 100 2031
Global, LLC
Ev] Ryu Goeku to OMS Global, [RIN Exh. 19 at pg 99: RIN Exh. 20 at pgs. 47 and 150) |26-31
LLG
a ‘OMS, LLC and Ramesfire RIM Exh. 28 at po. 24: RIM Exh. 27 at po. 667; RIM Exh /8, 20, 22, 26, 27, 30,
Global, LLC ip OMS Global, [32 at pgs. 1495-1406 50-54
LLG
34 [Ryu Goeku to Creative Group|RJN Exh 40 at pgs. 1964-1005, 1007, 1081-1GeS and (47-48, 87-55, oO
Resource 006-200
mood? 2

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