KeyBank National Association v. Monolith Solar Associates LLC et al

Filing 346

PARTIAL JUDGMENT DISPOSING OF THE CLAIMS BETWEEN KEYBANK NATIONAL ASSOCIATION AND THE RECEIVER.Signed by Judge David N. Hurd on 09/07/2021. (hmr)

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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF NEW YORK
KEYBANK NATIONAL ASSOCIATION

CASE NO. l:19-CV-1562-DNH-ATB

Plaintiff,
JUDGE DAVID N. HURD
v.
MONOLITH SOLAR ASSOCIATES
LLC, SAE SUN AND EARTH ENERGY
INCORPORATED, SOLAR
MANAGEMENT GROUP, LLC,
SCHENECTADY HETCHELTOWN
ROAD SOLAR 1 LLC, SCHENECTADY
HETCHELTOWN ROAD SOLAR 2 LLC
(FKA MANHEIM STATE ROUTE 167
SOLAR 1 LLC), SCHENECTADY ICE
RINK SOLAR 1 LLC, CRARYVILLE
TWO TOWN ROAD SOLAR 1 LLC,
CRARYVILLE TWO TOWN ROAD
SOLAR 2 LLC, MARION WARNER
ROAD SOLAR 1 LLC, CITY OF
ALBANY SOLAR 1 LLC, ALBANY CSD
SOLAR 1 LLC, SCOTIA GLENVILLE
CSD SOLAR 1 LLC, MAYFIELD CSD
SOLAR 1 LLC, RENSSELAER COUNTY
SOLAR 1 LLC, RENSSELAER COUNTY
SOLAR 2 LLC (FKA MSAP 4 LLC),
SEWARD PINE HILL ROAD SOLAR 1
LLC, SEWARD PINE HILL ROAD
SOLAR 2 LLC (FKA MSAP 3 LLC),
SCHUYLERVILLE CSD SOLAR 1 LLC,
JOHNSONVILLE ROUTE 7 SOLAR 1
LLC, CORDELL ROAD SOLAR 1 LLC,
GRANVILLE CSD SOLAR 1 LLC,
SMITHVILLE TARBELL ROAD
SOLAR 1 LLC, SOLAR ENERGY
PROPERTIES LLC, LOAD ZONE A
LLC, LOAD ZONE B AND C LLC,
LOAD ZONE D AND E LLC, LOAD
ZONE F LLC, LOAD ZONE G LLC,
ROUTE 7 SOLAR FARM 1 LLC,
AMSTERDAM RESERVOIR SOLAR 1

JUDGMENT

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LLC, CITY OF ALBANY SOLAR 2LLC,
CITY OF TROY SOLAR 1LLC,
RUSSELL SAGE SOLAR 1LLC,
SALEM COUNTY ROUTE 153 SOLAR 1
LLC, SAND LAKE EASTERN UNION
TURNP SOLAR 1LLC,SOLAR
IKE
VISTA LLC, VISTA MANAGEMENT
GROUP
LLC, NYSDOT SOLAR 1LLC
(FKA MSAP5LLC),CITY OF ALBANY
SOLAR 3 LLC (FKA MSAP 6 LLC),
KEY SOLAR 1LLC (FKA MSAP7
LLC),COMMUNITY SOLAR 1LLC
(FKA MSAP LLC), ALBANY CSD
8
SOLAR 2LLC (FKA MSAP LLC),
9
MSAP10LLC,MSAP11LLC,MSAP12
LLC,MSAP14LLC,SOLAR
MANAGEMENT GROUP2013 LLC,
MARK FOBARE,and STEVEN A. ERBY
Defendants.
Before the Court is a notice filed by PlaintiffKeyBank National Association ("KeyBank")
evidencing that it was served an offer of judgment with terms as set forth herein (the "Offer of
Judgment") by Dan Scouler, the Court-appointed receiver in these proceedings (the "Receiver"),
on behalf of the Receivership Defendants. 1 Upon due deliberation and finding that the Court has
the requisite authority to render judgment in favor of KeyBank on the claims herein, and with

1

The following Defendants shall be referred to herein collectively as the "Receivership Defendants" and each,
individually, a "Receivership Defendant": Monolith Solar Associates LLC, SAE Sun and Earth Energy
Incorporated, Solar Management Group, LLC, Schenectady Hetcheltown Road Solar 1 LLC, Schenectady
Hetcheltown Road Solar 2 LLC (fl<.a Manheim State Route 167 Solar 1 LLC), Schenectady Ice Rink Solar 1 LLC,
Craryville Two Town Road Solar I LLC, Craryville Two Town Road Solar 2 LLC, Marion Warner Road Solar I
LLC, City of Albany Solar 1 LLC, Albany CSD Solar 1 LLC, Scotia Glenville CSD Solar 1 LLC, Mayfield CSD
Solar 1 LLC, Rensselaer County Solar I LLC, Rensselaer County Solar 2 LLC (fl<.a MSAP 4 LLC), Seward Pine
Hill Road Solar I LLC, Seward Pine Hill Road Solar 2 LLC (fl<.a MSAP 3 LLC), Schuylerville CSD Solar I LLC,
Johnsonville Route 7 Solar I LLC, Cordell Road Solar I LLC, Granville CSD Solar I LLC, Smithville Tarbell Road
Solar I LLC, Solar Energy Properties LLC, Load Zone A LLC, Load Zone B and C LLC, Load Zone D and E LLC,
Load Zone F LLC, Load Zone G LLC, Route 7 Solar Farm I LLC, Amsterdam Reservoir Solar I LLC, City of
Albany Solar 2 LLC, City of Troy Solar I LLC, Russell Sage Solar 1 LLC, Salem County Route 153 Solar 1 LLC,
Sand Lake Eastern Union Turnpike Solar 1 LLC, Solar Vista LLC, Vista Management Group LLC, NYSDOT Solar
I LLC (fl<.a MSAP 5 LLC), City of Albany Solar 3 LLC (fl<.a MSAP 6 LLC), Key Solar I LLC (fl<.a MSAP 7 LLC),
Community Solar 1 LLC (fl<.a MSAP 8 LLC), Albany CSD Solar 2 LLC (fl<.a MSAP 9 LLC), MSAP 10 LLC, MSAP
11 LLC, MSAP 12 LLC, MSAP 14 LLC, and Solar Management Group 2013 LCC.

2

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capitalized terms having the meaning given to them in KeyBank's Verified First Amended
Complaint for Money, Foreclosure of Security Interests, Judicial Sale of Real Property via
Receiver and Related Relief (Doc. 22; the "FAC") unless otherwise defined herein,

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT, subject in all respects
to the terms of the order appointing the receiver, as such may have been modified (see Docs. 7, 30
and 96, collectively, the "Appointment Order"), KeyBank is entitled to judgment in its favor and
against the Receivership Defendants as follows:
1.

On its First and Third Claims for Relief, KeyBank is awarded judgment against the

Receivership Defendants, jointly and severally, in the sum of $175,551.31 as of June 30, 2021,
plus interest at (i) the default contract rate from and after June 30, 2021, until the date of judgment,
and (ii) the statutory rate set forth in CPLR 5004 from and after the date of judgment until paid;
2.

On its Second, Sixth, Ninth, Twenty-Seventh, Thirtieth, and Thirty-Third Claims

for Relief, KeyBank is awarded possession of (a) the $488K Collateral, (b) the Revolving
Collateral, (c) the $850K Collateral, (d) the Collateral (as defined in the Lessee Security
Agreements), (e) Monolith Solar's equity interests in the Lessees, and (f) the Guarantor Collateral
(collectively, the "KeyBank Collateral") provided, however, that nothing in this Judgment shall
operate or be construed as a finding or binding determination effective against any third-parties
concerning (i) KeyBank's interests, if any, in specific Receivership Property claimed as KeyBank
Collateral, (ii) the extent of any Receivership Property (as that term is defined in the Appointment
Order), or (iii) the priority of any rights, ownership interests, liens, or security interests in any
KeyBank Collateral or Receivership Property; provided, further, that, unless the Court shall order
otherwise, the Receiver shall retain possession of any Key Bank Collateral for the purposes of use,
marketing, and disposition thereof in accordance with the Appointment Order with due notice by

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the Receiver to any affected parties, including an opportunity for such third parties (but not any
Defendants) to object, and any further order of the Court, with the proceeds of such disposition
applied as further ordered by the Court;
3.

On its Fourth, Seventh, Tenth, and Thirty-Second Claims for Relief, KeyBank is

awarded judgment against the Receivership Defendants, jointly and severally, for the amount of
all costs and expenses that KeyBank has incurred or may hereafter incur, including its reasonable
attorney fees and expenses, to collect the indebtedness due KeyBank, to be determined by further
order of the Court;
4.

On its Fifth and Thirty-First Claims for Relief, KeyBank is awarded judgment

against the Receivership Defendants, jointly and severally, in the sum of $3,606,917.02 as of
June 30, 2021, plus interest at the default contract rate from and after June 30, 2021, until paid;
5.

On its Eighth and Thirty-First Claims for Relief, KeyBank is awarded judgment

against the Receivership Defendants, jointly and severally, in the sum of $547,599.26 as of
June 30, 2021, plus interest at (i) the default contract rate from and after June 30, 2021, until the
date of judgment, and (ii) the statutory rate set forth in CPLR 5004 from and after the date of
judgment until paid;
6.

On its Eleventh Claim for Relief, for judgment against Monolith Solar, for the sum

of $930,081.37 as of June 30, 2021, plus interest at (i) the default contract rate from and after
June 30, 2021, until the date of judgment, and (ii) the statutory rate set forth in CPLR 5004 from
and after the date of judgment until paid;
7.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing of the FAC, on its Twelfth Claim

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for Relief, KeyBank is hereby awarded judgment against Schenectady Hetcheltown Road Solar 1
LLC for the sum of$424,147.62 plus pre- and post-judgment interest until paid;
8.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing ofthe FAC, on its Thirteenth Claim
for Relief, for judgment against Johnsonville Route 7 Solar 1 LLC for the sum of $22,115.87 plus
pre- and post-judgment interest until paid;
9.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing ofthe FAC, on its Fourteenth Claim
for Relief, for judgment against Craryville Two Town Road Solar 1 LLC for the sum of$20,546.48
plus pre- and post-judgment interest until paid;
10.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing of the FAC, on its Fifteenth Claim
for Relief, for judgment against Schenectady Ice Rink Solar 1 LLC for the sum of$19,l 80.20 plus
pre- and post-judgment interest until paid;
11.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing of the FAC, on its Sixteenth Claim
for Relief, for judgment against Marion Warner Road Solar 1 LLC for the sum of$32,908.84 plus
pre- and post-judgment interest until paid;
12.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing of the FAC, on its Seventeenth
Claim for Relief, for judgment against Seward Pine Hill Road Solar 1 LLC for the sum of
$100,010.20 plus pre- and post-judgment interest until paid;

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13.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing of the FAC, on its Eighteenth Claim
for Relief, for judgment against Craryville Two Town Road Solar 2 LLC for the sum of$25,057.72
plus pre- and post-judgment interest until paid;
14.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing of the FAC, on its Nineteenth Claim
for Relief, for judgment against Albany CSD Solar 1 LLC for the sum of $54,153.29 plus pre- and
post-judgment interest until paid;
15.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing of the FAC, on its Twentieth Claim
for Relief, for judgment against Scotia Glenville CSD Solar 1 LLC for the sum of $105,373.09
plus pre- and post-judgment interest until paid;
16.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing of the FAC, on its Twenty-First
Claim for Relief, for judgment against Mayfield CSD Solar I LLC for the sum of$33,690.78 plus
pre- and post-judgment interest until paid;
17.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing of the FAC, on n its Twenty-Second
Claim for Relief, for judgment against City of Albany Solar I LLC for the sum of $11,816.97 plus
pre- and post-judgment interest until paid;
18.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing of the FAC, on its Twenty-Third

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Claim for Relief, for judgment against Schuylerville CSD Solar 1 LLC for the sum of $19,484.75
plus pre- and post-judgment interest until paid;
19.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing of the FAC, on its Twenty-Fourth
Claim for Relief, for judgment against Rensselaer County Solar 1 LLC for the sum of $88,535.00
plus pre- and post-judgment interest until paid;
20.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing of the FAC, on its Twenty-Fifth
Claim for Relief, for judgment against Cordell Road Solar 1 LLC for the sum of $15,533.58 plus
pre- and post-judgment interest until paid;
21.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing of the FAC, on its Twenty-Sixth
Claim for Relief, for judgment against Granville CSD Solar 1 LLC for the sum of $51,625.00 plus
pre- and post-judgment interest until paid;
22.

Without prejudice to KeyBank's right to obtain monetary judgment(s) against any

Receivership Defendant for lease payments due after the filing of the FAC, on its Twenty-Ninth
Claim for Relief, for judgment against Monolith Solar, for the sum of $1,024,179.39 plus pre- and
post-judgment interest until paid;
23.

On its Thirty-Fourth Claim for Relief, the Court finds that the Mortgages are valid

and subsisting liens on the Mortgaged Property and hereby orders that (a) all liens on the
Mortgaged Property shall be marshalled, (b) in accordance with the Appointment Order with due
notice by the Receiver to any affected parties, including an opportunity for such parties (but not
Defendants) to object, and other orders of the Court as may be applicable, the Mortgaged Property

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shall be sold by the Receiver (or any successor receiver), together with or separate from one
another and/or other property, free and clear of all interests of the Receivership Defendants (and
otherwise as the Court may order after the above-referenced notice and opportunity to object), and
(c) the proceeds of such sale(s) shall be applied as further ordered by the Court, including, as
appropriate, to pay sums due Key Bank by virtue of the obligations secured by such Mortgages;
provided, however, that notwithstanding anything in this Judgment to the contrary, nothing in this
Judgment shall (i) operate or be construed as a finding or binding determination against any third
parties regarding the priority of any rights, property interests, liens, security interests, or other
interests in the Mortgaged Property or any solar panels, equipment, fixtures, or other personal
property located thereon, or (ii) release, impair, extinguish, subordinate, prime, or otherwise affect
any right, property interest, lien, security interest, or other interest (x) in the Mortgaged Property
that is senior to the Mortgages, or (y) of any third parties in any solar panels, equipment, fixtures,
or other personal property located on the Mortgaged Property.
24.

This is a final, appealable order. There is no just reason for delay.

IT IS SO ORDERED.
Dated:��

7.

2021

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