Rivera v. Larsen et al

Filing 26

ORDERED. The Bankruptcy Court's Order (Doc. [2-175]) is AFFIRMED. The case is REMANDED to the Bankruptcy Court for further proceedings consistent with this Opinion. The Clerk is DIRECTED to transmit a copy of this Opinion to the Bankruptcy Court, terminate the appeal, and close the file. Signed by Judge John L. Badalamenti on 2/17/2021. (SMG)

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UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
FORT MYERS DIVISION
IN RE: PAUL C. LARSEN, P.A.,
Debtor.
LUIS E. RIVERA, II, as Trustee,
Appellant,
v.

Case No. 2:19-cv-00860-JLB
Bankr. No. 9:17-bk-08133-FMD

PAUL C. LARSEN and PAUL C.
LARSEN, P.A.,
Appellees.

/
OPINION

Paul C. Larsen, P.A. (“PCL”) is a Chapter 7 debtor in the U.S. Bankruptcy
Court for the Middle District of Florida (“Bankruptcy Court”). Two of PCL’s
unsecured creditors—James D. Milliken and Conrad Capital Group, LLC (“Conrad
Capital”)—brought an adversary action to pierce PCL’s corporate veil and hold its
namesake (Paul C. Larsen) personally liable for a garnishment judgment. Mr.
Milliken and Conrad Capital (collectively, “Judgment Creditors”) were later
substituted by the Chapter 7 bankruptcy trustee (“Trustee”). After a bench trial
and written closing arguments, the Bankruptcy Court concluded that the Trustee
did not establish any of the necessary elements for corporate veil-piercing under
Florida law. (Doc. 2-175.) The Trustee now appeals, contending that the
Bankruptcy Court’s ruling was clearly erroneous. While the trial evidence is

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susceptible to differing interpretations, the Court cannot say that the Bankruptcy
Court’s factual findings were clearly erroneous. Thus, after an exhaustive review of
the record on appeal and careful consideration of the arguments presented by the
parties, the Bankruptcy Court’s Order (Doc. 2-175) is AFFIRMED, and this case is
remanded for further proceedings.
BACKGROUND
I.

Mr. Larsen’s Business Dealings in Colorado Fail, Resulting in a
Garnishment Judgment Against PCL.
Some background on the parties’ ongoing dispute is instructive. In 2007, Mr.

Larsen and Mr. Milliken were business partners who had agreed to purchase and
develop land in Colorado through Conrad Capital. Milliken v. Larsen, No. 2011-CV292, 2013 Colo. Dist. LEXIS 2088, *1 (Colo. Dist. Ct. Feb. 7, 2013). Mr. Milliken
was the majority interest holder in Conrad Capital, but Mr. Larsen and his
associate were its managers through an intermediary LLC. Id. The Colorado
project included the creation of numerous other business entities with a common
naming motif of “Breakwater”—most notably Breakwater Capital Group V, LLC
(“Breakwater V”). The purpose of the Breakwater entities was to acquire different
assets for the Colorado development project; according to Mr. Larsen, these assets
were eventually “going to roll together into one project.” (Doc. 23-1 at 114:1–8.)
By 2011, the business dealings between Mr. Larsen and Mr. Milliken soured
amid accusations of mismanagement, resulting in multiple lawsuits by Mr. Milliken
and Conrad Capital against a spider-web of business entities in Colorado state
court. One of the claims in these lawsuits was against Breakwater V for breach of a

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promissory note. Mr. Milliken claimed that he had loaned money to Breakwater
V—which Mr. Larsen indirectly controlled—with the understanding that the loans
would be used for the Colorado development project, but Breakwater V defaulted on
the loan. Milliken v. Larsen, No. 2011-CV-292, 2013 Colo. Dist. LEXIS 2466, *3
(Colo. Dist. Ct. Mar. 22, 2013). This claim culminated in a 2014 judgment against
Breakwater V in the amount of $551,267.22.
To recover on their judgment against Breakwater V, Judgment Creditors
obtained garnishment judgments in 2016 against PCL and another entity named
Gulfwinds Income Ventures, LLC (“Gulfwinds Income”) in Florida state court. (Doc.
2-51.) These entities were garnishees to the 2014 Colorado judgment because
Gulfwinds Income was a possible debtor of Breakwater V, and PCL was a possible
debtor of Gulfwinds Income. (Doc. 2-175 at 3–4.)
II.

PCL Files for Bankruptcy, and Judgment Creditors initiate an
Adversary Action in the Bankruptcy Court to Pierce PCL’s
Corporate Veil and Hold Mr. Larsen Personally Liable for the
Garnishment Judgment.
On September 22, 2017—the same day that Mr. Milliken’s counsel was

scheduled to depose PCL under Federal Rule of Civil Procedure 69 (presumably
with Mr. Larsen as corporate representative) 1—PCL filed a Chapter 7 petition in
the Bankruptcy Court. PCL listed only $152 in assets against $1,452,220.93 in
liabilities. (Doc. 2-49 at 1.) Among PCL’s unsecured creditors were: (1) Judgment

“In aid of the judgment or execution, the judgment creditor or a successor in
interest whose interest appears of record may obtain discovery from any person—
including the judgment debtor—as provided in these rules or by the procedure of
the state where the court is located.” Fed. R. Civ. P. 69(a)(2).
1

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Creditors in the amount of $551,267.22 (equivalent to the garnishment judgment);
(2) Gulfwinds Income and Gulfwinds Capital Group LLC (“Gulfwinds Capital”), in
the respective amounts of $240,134 and $68,652.49; and (3) Mr. Larsen himself in
the amount of $40,900. (Id. at 6–7.)
Judgment Creditors appeared in the bankruptcy proceeding and filed an
adversary complaint against PCL and Mr. Larsen (collectively, “Judgment
Debtors”), claiming that for the past ten years, PCL was nothing more than an alter
ego of Mr. Larsen created to funnel money that he fraudulently obtained from
investors to himself. (Doc. 2-5.) According to Judgment Creditors, Mr. Larsen used
Gulfwinds Income and Gulfwinds Capital—among other entities with a common
naming motif of “Gulfwinds”—to collect money from investors like Mr. Milliken for
various projects. The Gulfwinds entities (which Mr. Larsen controlled) would use
the investors’ money to make “loans” to PCL (which Mr. Larsen also controlled), and
Mr. Larsen would then withdraw money from PCL’s account to pay for his personal
expenses. (Id. at ¶¶ 11–12.) Accordingly, Judgment Creditors asked the
Bankruptcy Court to: (1) pierce PCL’s corporate veil, (2) hold Mr. Larsen
individually liable for PCL’s debts, (3) subordinate the unsecured claims of Mr.
Larsen and the Gulfwinds entities to the claims of other legitimate creditors in the
bankruptcy, and (4) enter a declaratory judgment commemorating the preceding
three rulings. (Id. at 8–11.) The Trustee was later substituted as plaintiff in the
adversary proceeding and filed an amended complaint against Judgment Debtors,

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seeking the same relief as Judgment Creditors. (Doc. 2-22.) The Judgment
Creditors’ attorney continued to represent the Trustee as plaintiff.
III.

After a Non-Jury Trial and Written Closing Arguments, the
Bankruptcy Court Declines to Pierce PCL’s Corporate Veil.
At trial, the Trustee introduced numerous documents containing financial

information about PCL and the Gulfwinds entities. (Docs. 2-51, 2-53, 2-56, 2-57, 260, 2-61, 2-62, 2-63, 2-64, 2-66, 2-69, 2-70.) The content of these documents is
largely undisputed. They show that: (1) PCL was sparsely capitalized; (2) a
significant amount of money that was paid into the Gulfwinds entities was
transferred to PCL and, ultimately, to Mr. Larsen; and (3) Larsen used PCL’s
money to pay for various personal expenses.
Mr. Larsen, who represented himself at trial, opted to re-frame these facts
rather than dispute them. He testified that he created PCL in the 1990s as a
vehicle for him to collect real estate brokerage commissions and securities
commissions. (Doc. 23-1 at 16–17.) Mr. Larsen considered PCL to be his “business
identity” and he admitted to making most of PCL’s business decisions, apart from
some unspecified “administrative help.” (Id. at 20:5–21.) He would use PCL to pay
for expenses that he considered business-related, such as employee salaries, office
space, and travel. (Id. at 17:16–18.)
In the mid-2000s, when the real estate market was strong, Mr. Larsen
decided “to try and expand [PCL’s] business and borrowed money to cover the cost
of additional employees and space and expenses.” (Id. at 17:19–24) (emphasis
added). This “borrowed money” included money from the Gulfwinds entities, which

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Mr. Larsen controlled. Mr. Larsen apparently believed that he could eventually
repay any “borrowed” money back with revenue he would receive from his alleged
business expansion; this additional revenue never materialized because the real
estate market collapsed with the Great Recession. (Id. at 17:25–18:9.) As for the
Gulfwinds entities, Mr. Larsen characterized them as “clearing houses” that “kept
track” of all the intercompany loans that Mr. Larsen was facilitating among the
individual LLCs that he controlled. 2 (Id. at 210:12–21.)
By Mr. Larsen’s own admission, not all of this was done with the express
knowledge or permission of the investors he solicited for his projects. He testified
that he did not “specifically articulate[]” to investors that the Gulfwinds entities
would loan their money to PCL, although he claimed “the anticipation was that
loans would be extended by Gulfwinds.” (Id. at 89:4–25; 108:19–24.) Mr. Milliken
testified that he did not know any of the money he invested in Breakwater V would
be transferred to Gulfwinds Income, PCL, and Mr. Larsen. (Id. at 168:4–19.)
Nevertheless, Mr. Larsen insisted that all of his loans were for legitimate reasons,
that the money he withdrew from PCL was consistent with business-related
expenses or simply a personal wage, and that none of the Trustee’s evidence was in
any way indicative of fraud. (Id. at 162:19–164:11; 197:9–199:25.)

It is unclear whether these “other business initiatives”—the ones related to
Mr. Larsen’s various LLCs—are what Mr. Larsen had in mind when he wanted to
“expand” PCL’s business. (Id. at 197:5–8.) In other words, the record is unclear
whether Mr. Larsen wanted to make PCL into something other than a fee-collecting
entity, or whether he simply wanted to expand other business ventures to generate
more fees for PCL.
2

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The Trustee saw things very differently. Its theory of the case was that Mr.
Larsen was simply a fraudster who used PCL and the Gulfwinds entities as part of
a broad-ranging scheme to defraud investors. At trial, the Trustee focused its casein-chief on transactions which, in the Trustee’s view, had no legitimate business
purpose. For example, the Trustee pointed to records of PCL paying for: (1) Mr.
Larsen’s personal health insurance; (2) renters’ insurance and monthly rent for Mr.
Larsen’s personal residence; (3) Mr. Larsen’s automobile insurance; (4) a remodeling
of Mr. Larsen’s home office; and (5) contributions to churches. (Doc. 10 at 7–8.) Mr.
Larsen testified that he believed these were business-related. He explained that he
believed health insurance to be a business expense because “the ability [for PCL] to
stay in business was dependent completely on [him] to generate . . . revenue.” (Doc.
23-1 at 163:1–3.) The rent and rental insurance Mr. Larsen withdrew from PCL’s
account, was actually for the property that he worked out of (i.e., his personal
residence), and the car insurance was for a car that he allegedly “used for the
business.” (Id. at 63:16–25; 64:18–22.)
The Trustee also noted that Mr. Larsen had repeatedly paid himself
“dividends” from PCL, oftentimes shortly after transferring money into PCL from
one of the Gulfwinds entities. (Doc. 10 at 5–7.) Mr. Larsen testified that “part of
[the] expansion [of PCL] is that [he] have money to live on,” and that entailed
paying himself “living expenses” and “salary” which were “common in size for five,
six, seven years prior.” (Doc. 23-1 at 94:13–16, 212:12–15.) The Trustee estimated
that PCL distributed $701,405.15 to Mr. Larsen from 2008 to 2015 (about $86,000 a

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year). (Doc. 10 at 7.) Mr. Larsen does not dispute this dollar amount but notes that
it should be viewed against PCL’s revenue in that same period, which he claims is
over $2 million. (Doc. 15 at 5.)
A ledger of PCL’s cash inflows and outflows from 2008 to 2015—prepared by
Mr. Larsen using Quicken software and offered into evidence by the Trustee—
shows that PCL did indeed have inflows of well over $2 million during the time
frame Mr. Larsen cites. After considering outflows, PCL’s only net positive years
were in 2010, 2011, and 2012. (Doc. 2-61.) The positive balances from 2010 to 2012
seem to be attributable to Mr. Larsen’s “loans” from the Gulfwinds entities. (Id. at
36, 43, 49.) The ledger also shows money going back into the Gulfwinds entities,
which is at least facially consistent with Mr. Larsen’s contention that he tried to
pay back PCL’s “loans.” (Doc. 23-1 at 163:12–14.)
Finally, Mr. Larsen offered into evidence a transcript of the proceedings in
Colorado state court. (Doc. 2-122.) In those proceedings, the Colorado court found
that Breakwater V owed money to the Judgment Creditors, but it also held that the
causes of action against Mr. Larsen in his individual capacity lacked merit because
he did not breach any fiduciary duty. (Id. at 6, 11, 12.)
After hearing the parties’ testimony and receiving written closing arguments,
the Bankruptcy Court held that the Trustee proved none of the elements required
for piercing PCL’s corporate veil. (Doc. 2-175). As to the element of fraudulent
purpose, the Bankruptcy Court explained:
The [Trustee’s] exhibits do not reflect that the listed transactions were
fraudulent or made for an improper purpose. For example, in [its] post-

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trial Closing Brief, the Trustee described only two payments from
[PCL’s] accounts to show the allegedly fraudulent or improper use of
[PCL’s] corporate form: a check dated January 17, 2008, to Direct TV in
the amount of $53.25 for internet service at a home office, and a check
dated December 31, 2016, to Stephanie Miller LLC in the amount of
$2,800 for accounting services.
[The Trustee] makes general assertions . . . that [PCL] was not
adequately capitalized, that many “loans” made from Larsen’s other
entities to [PCL] corresponded to transfers from [PCL] to Larsen, and
that Larsen used [PCL]’s assets to pay for his personal expenses and
personal legal fees. But [the Trustee] does not identify specific instances
from the exhibits showing that Larsen improperly “funneled” funds to
himself through [PCL], or demonstrate how any particular transaction
was fictitious or fraudulent.
(Id. at 10.) The Trustee timely appealed. (Doc. 2-1.)
STANDARD OF REVIEW
This Court must accept the Bankruptcy Court’s factual findings unless they
are “clearly erroneous.” In re Chalik, 748 F.2d 616, 619 (11th Cir. 1984); see also
Fed. R. Bankr. P. 7052 (incorporating the “clearly erroneous standard of Federal
Rule of Civil Procedure 52(a)(6) for adversary proceedings in bankruptcy). A factual
finding is clearly erroneous if, after reviewing the evidence, the Court is “left with
the definite and firm conviction that a mistake has been committed.” Lykes Bros. v.
U.S. Army Corps of Eng’rs, 64 F.3d 630, 634 (11th Cir. 1995) (quoting United States
v. U.S. Gypsum Co., 333 U.S. 364, 395 (1948)). If the Bankruptcy Court’s view of
the evidence is “plausible in light of the record viewed in its entirety,” this Court
“may not reverse it even though convinced that had it been sitting as the trier of
fact, it would have weighed the evidence differently.” Anderson v. City of Bessemer
City, 470 U.S. 564, 574 (1985). The Bankruptcy Court’s legal conclusions are
reviewed de novo. In re Sublett, 895 F.2d 1381, 1383 (11th Cir. 1990).
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DISCUSSION
PCL is a Florida professional association, and the parties do not dispute that
Florida law on veil piercing governs this case. In Florida, the party seeking to
pierce a business entity’s veil bears the burden of proving each necessary element
by a preponderance of the evidence. In re Hillsborough Holdings Corp., 176 B.R.
223, 244 (M.D. Fla. 1994). While the doctrine of corporate veil piercing obviously
arose in the context of corporations, Florida courts also apply it to professional
associations and other corporate-like entities. See Rashdan v. Sheikh, 706 So. 2d
357, 357 (Fla. 4th DCA 1998) (applying concept to a professional association).
The Supreme Court of Florida has held that piercing a corporate veil requires
the claimant to show that: (1) “the corporation is in actuality the alter ego of the
stockholders”; and (2) “it was organized or after organization was employed by the
stockholders for fraudulent or misleading purposes.” Dania Jai-Alai Palace, Inc. v.
Sykes, 450 So. 2d 1114, 1120 (Fla. 1984) (quoting Advertects, Inc. v. Sawyer Indus.,
84 So. 2d 21, 24 (Fla. 1955)). Florida’s intermediate appeal courts also “tend to
incorporate the elements of causation and damages into the standard for piercing
the corporate veil.” N. Am. Clearing, Inc. v. Brokerage Computer Sys., Inc., 666 F.
Supp. 2d 1299, 1306 (M.D. Fla. 2009) (collecting cases). Accordingly, the three
elements of corporate veil-piercing in Florida are:
(1) the shareholder dominated and controlled the corporation to such an
extent that the corporation's independent existence, was in fact nonexistent and the shareholders were in fact alter egos of the
corporation;
(2) the corporate form must have been used fraudulently or for an
improper purpose; and
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(3) the fraudulent or improper use of the corporate form caused injury
to the claimant.
Seminole Boatyard, Inc. v. Christoph, 715 So. 2d 987, 990 (Fla. 4th DCA 1998)
(citation omitted). As to the second element, Florida law does not permit a “general
presumption of fraud,” and therefore claimants must “affirmatively prove fraud or
deliberate misconduct in conjunction with a veil-piercing claim.” In re Hillsborough
Holdings Corp., 176 B.R. at 245; see also Robertson-Ceco Corp. v. Cornelius, No.
3:03-cv-475-RV-EMT, 2007 WL 1020326, at *7 (N.D. Fla. Mar. 30, 2007) (same).
Here, the Bankruptcy Court held that the Trustee failed to establish all three
elements of corporate veil-piercing under Florida law. (Doc. 2-175.) On appeal, the
Trustee argues that the Bankruptcy Court’s holding was clearly erroneous because
the evidence strongly showed that PCL was Mr. Larsen’s alter ego, that Mr, Larsen
used PCL to defraud investors, and that Mr. Larsen’s abuse of PCL’s corporate form
harmed Judgment Creditors. (Doc. 10.)
After carefully reviewing the record, this Court concludes that the
Bankruptcy Court did not clearly err by holding that the Trustee failed to prove Mr.
Larsen used PCL fraudulently or for an improper purpose. Other triers of fact
might have “weighed the evidence differently,” but the Bankruptcy Court’s finding
on the fraudulent purpose element is at least “plausible in light of the record viewed
in its entirety.” Anderson, 470 U.S. at 574. Because this Court has not been “left
with the definite and firm conviction” that the Bankruptcy Court erred, it must
affirm. Lykes Bros., 64 F.3d at 634 (quoting U.S. Gypsum Co., 333 U.S. at 395).

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And because there was no clear error on the second element of the veil-piercing
analysis, the Court need not address the other elements.
The Trustee contends that the Bankruptcy Court clearly erred in its
determination that “the Trustee described only two payments from [PCL’s] accounts
to show the allegedly fraudulent or improper use of [PCL’s] corporate form.” (Doc. 2175 at 10.) In the Trustee’s view, the record “shows far more than two transactions”
where Mr. Larsen used PCL “to pay for his personal health insurance, rent and
renter’s insurance for his personal residence, automobile insurance for his vehicle,
remodeling his home office, and his personal legal fees.” (Doc. 10 at 16.) But it is
not clear that any of these transactions were indeed fraudulent.
Mr. Larsen testified that PCL was his “business identity.” (Doc. 23-1 at 20:5–
21.) It is not per se fraudulent for a small business owner’s personal and
expenditures to overlap. Cf. In re Kuwik, 511 B.R. 696, 706 (Bankr. N.D. Ga. 2014)
(explaining, in the context of a Chapter 13 “income” calculation, “that often there is
considerable overlap between a sole proprietor's business and personal expenses: for
example, vehicle(s), fuel, insurance, phone, computer, internet service, clothing,
travel, meals, and use of a home office”). Here, Mr. Larsen testified that many of
these expenses were related to his various business dealings. “(Doc. 23-1 at 63:16–
25, 64:18–22, 163:1–3.) The credibility of Mr. Larsen’s testimony might be
debatable, but his account is at least plausible, and the Court therefore declines to
reweigh the evidence in the record. Anderson, 470 U.S. at 574. The Bankruptcy
Court was in the best position to make credibility determinations.

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The Trustee further contends that there are “a number of transactions in
which Larsen improperly funneled money to himself by transferring investors’
funds from the Gulfwinds Entities to PCA.” (Doc. 10 at 16.) According to the
Trustee, Mr. Larsen “made distributions to himself for no apparent reason” and
that his “entire course of conduct was fraudulent” because he used PCL “as a shell
to funnel money from investors in the Gulfwinds Entities, and then make
fraudulent loans to other entities . . . and distribute the money to Larsen
personally.” (Id. at 16–17.) This account overstates the Trustee’s evidence.
There was little meaningful discussion of the Gulfwinds entities at the trial,
much less evidence that investors in these entities were “defrauded.” Mr. Larsen
acknowledged that the investors “lost money” because “people didn’t pay us,” but he
denied that the Gulfwinds entities were merely “arbitrary channel[s]” for
transferring money into PCL. (Doc. 23-1 at 87:25–88:1.) Mr. Larsen admitted that
not every Gulfwinds investor knew specifically about his loans to PCL, but they
generally “anticipat[ed] . . . that loans would be extended.” (Id. at 89:8–9.) He also
characterized the Gulfwinds entities as “clearing houses” that “kept track” of
various intercompany loans. (Id. at 210:12–21.) Moreover, PCL’s ledger shows
money being deposited back into the Gulfwinds entities, which is consistent with
Mr. Larsen’s contention that he tried to pay back PCL’s “loans” from the Gulfwinds
entities. (Id. at 163:12–14.) His testimony—and the Bankruptcy Court’s apparent
acceptance of it—is at least plausible. Anderson, 470 U.S. at 574.

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As far as distributions to himself, Mr. Larsen considered the “dividends” from
PCL to be his salary, which remained uniform across multiple years. (Id. at 94:13–
15, 212:12–14.) He also testified that he paid taxes on the dividends as personal
income, and that part of his attempt to expand PCL’s business prior to the Great
Recession included “money [for him] to live on.” (Id. at 205:16–20, 212:12.) A small
business owner paying himself a salary—even when the business is in significant
debt—does not necessarily show fraud. See Ally v. Naim, 581 So. 2d 961, 963 (Fla.
3d DCA 1991) (“The fact that a closely held corporation compensates its sole
shareholder and principal employee in the ordinary course of that corporation's
business does not, without more, satisfy the tests [for corporate veil-piercing in
Florida]”); see also Robertson-Ceco Corp., 2007 WL 1020326, at *7.
Finally, the Trustee contends that Mr. Larsen did not properly document the
various loans between his various entities or the terms they were made on. (Doc. 10
at 17.) Mr. Larsen freely admitted that PCL’s bookkeeping was sloppy because that
was not his “strong suit.” (Doc. 23-1 at 198:13–16.) But sloppy recordkeeping does
not rise to the level of fraud and certainly does not warrant piercing the corporate
veil. See Fanslow v. Stoner (In re Stoner), No. 18-30213, 2019 Bankr. LEXIS 2893,
at *14 (Bankr. S.D. Ohio Aug. 20, 2019) (“[S]loppy accounting and record keeping is
a wide-spread occurrence among small business entities . . . . ”).
To sum things up, the Trustee’s theory of the case overpromised and
underdelivered. The Trustee claimed it would prove a wide-ranging fraudulent
scheme by which Mr. Larsen sought to defraud not just Mr. Milliken, but many

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other investors. The Bankruptcy Court, however, found that a preponderance of the
evidence did not support these sweeping assertions of fraud. (Doc. 2-175 at 10)
(noting that the Trustee made “general assertions” of fraud without identifying
“specific instances”). Despite the Trustee’s insistence, the Court cannot find any
clear error in the Bankruptcy Court’s conclusion.
While the evidence at trial may have created a fraud-like aura capable of
persuading some triers of fact, it is equally plausible that Mr. Larsen—like many
others—was a businessman who got burned by the Great Recession for playing fast
and loose with speculative real-estate investments. Mr. Larsen’s poor business
judgment does not rise to the level of actual fraud. In re Hillsborough Holdings
Corp., 176 B.R. at 245; Robertson-Ceco Corp., 2007 WL 1020326, at *7. This Court
will not substitute its judgment for that of the Bankruptcy Court, which conducted
the trial, observed the witnesses’ demeanor, and weighed the evidence.
CONCLUSION
The Bankruptcy Court’s Order (Doc. 2-175) is AFFIRMED. The case is
REMANDED to the Bankruptcy Court for further proceedings consistent with this
Opinion. The Clerk is DIRECTED to transmit a copy of this Opinion to the
Bankruptcy Court, terminate the appeal, and close the file.
ORDERED in Fort Myers, Florida, on February 17, 2021.

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