Sunday, August 14, 2016

Carpenter Hazlewood and the possibility of receivership of the Crossings at Willow Creek Prescott HOA

The email below was sent to, and read by, Josh Bolen at Carpenter Hazlewood after their submission of a letter on August 8, 2016 dealing with the resignation of The Crossings at Willow Creek Prescott HOA Board, AMCOR as Management Company, and Carpenter Hazlewood as attorneys. Their letter also addresses the likelihood of receivership of the HOA within 30-60 days. 
Note that on the same day, August 8, escrow closed on a property in the subdivision for $700,000+ and another property is "sale pending" in escrow for $1,700,000.
The letter from Mr. Bolen is to to be found HERE
See the discussion on this blog on disclosure by clicking HERE
There is also a separate blog dealing exclusively with The Crossings HOA available by clicking HERE
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Mr. Bolen
I’ve now had chance to study your letter of August 8, 2016 and have the following questions for you:
  1. How on earth can you describe your letter as NOT giving advice?
  2. What inquiry did you perform as required before writing that letter, specifically:
    1. How can you advise that the quorum required for a Special Meeting is 25% when my email of July 27 made it clear that the Crossings had violated the Special Meeting requirements in attempting to reduce the quorum from 50%?
  3. Under whose authority did you write the letter?
  4. Given the seriousness of the matter, did you review the contents of your letter with your fellow partners in your firm?
  5. Have you retained outside counsel?
  6. The Association had previously represented it has a copy of your insurance.
    1. Do the records you hold contain that information?
  7. Will your office in Prescott be open during regular business hours this week to inspect every record of the association?
    1. Will that include the full general ledger and complete banking records?
  8. Your firm represents itself as the largest HOA Attorney firm in the world, a legal specialty not acknowledged by the Arizona Bar, whereas Bankruptcy law is.
  9. I am not an attorney but, as a banker, having shepherded into Bankruptcy a major corporation, and saving another household name from the same fate, I believe I would still qualify as a banking specialist in corporate re-organizations:
    1. In your letter you predict the high probability of receivership within 30-60 days – Yet you state – “The Association has prepaid some of its expenses to ensure the Corporation is protected in the short term”. These prepayments were clearly exceptional and certainly not “in the ordinary course of business”
    2. With that near certainty in mind, did you not advise your client of the automatic disgorgement required under the 90-day preference in bankruptcy rule
    3. Did you also advise your client of the similar principle of fraudulent conveyance within the longer period of 270 days?
    4. Did you advise your client of the risk of “substantive consolidation in bankruptcy” of all the players here – including the Association, the members, your firm, and AMCOR by virtue of the control and apparent intermingling of funds you and AMCO appear to have benefited from.
  10. You once flattered me by saying I was smart and I knew what I was doing.
    1. Did you know what you were doing when you wrote the letter?
    2. Do you now know what you did when you wrote that letter?
  11. The Associations check for $750, drawn on Metro Phoenix Bank and signed by Dennis May of AMCOR as sole signatory, resulting from our judgement against The Crossings will be immediately deposited for payment.  This will be after taking suitable precautions to protect us from the appearance of benefitting in any way from a bank account which may not be fully compliant with the anti-Money Laundering provisions of the Patriot Act.
    1. Did you factor this payment into your estimate of 30-60 days?
    2. Did you advise your client of the consequences of such check not being honored?
If I have any more questions, I will get back to you. Kindly respond forthwith.
I sincerely hope you had a good weekend. What did you get up to?
Sincerely
John Sellers

Copy
Jeffrey Sorkin, Chubb Insurance
Steven Little, Arizona Bar Association
Director Corporations Division Arizona Corporations Commission
Metro Phoenix Bank. Messrs. Haggard/Morano
Robert Charlton, Superintendent, Arizona Department of Financial Institutions
Messrs Haggard/Morano - Metro Phoenix Bank