Samuel A. Schwartz, Esq. Nevada Bar No. 10985 3 BROWNSTEIN …omnimgt.com/CMSVol2/pub_47281/712742_198.pdf · 2019-02-05 · 18721623.1 1 2 3 BROWNSTEIN HYATT FARBER SCHRECK, LLP

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Samuel A. Schwartz, Esq.

Nevada Bar No. 10985

Connor H. Shea, Esq.


BROWNSTEIN HYATT FARBER SCHRECK, LLP

100 North City Parkway, Suite 1600

Las Vegas, Nevada 89106

Telephone: (702) 802-2207

Facsimile: (702) 382-8135

Jeffrey L. Cohen, Esq. (admitted pro hac vice)

Gabriel L. Olivera, Esq. (admitted pro hac vice)

LOWENSTEIN SANDLER LLP

1251 Avenue of the Americas

New York, New York 10020

Telephone: (212) 262-6700

Facsimile: (212) 262-7402

Proposed Attorneys for the Debtor

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEVADA

In re:

BAKKEN RESOURCES, INC.,

Debtor.

Case No.: 18-17254-BTB

Chapter 11

Hearing Date: February 15, 2019

Hearing Time: 10:00 a.m.

DEBTOR’S LIMITED OBJECTION TO THE MOTION FOR RELIEF FROM THE

AUTOMATIC STAY OF JAMES M. HOLMS, PERSONAL REPRESENTATIVE OF THE

ESTATE OF VAL M. HOLMS

Bakken Resources, Inc., the above-captioned debtor and debtor-in-possession (the “Debtor”),

by and through its undersigned counsel, files this limited objection (the “Limited Objection”) to James

M. Holms as Personal Representative of the Estate of Val M. Holms’ (“Estate of Val Holms”) Motion

for Relief from Stay (the “Motion”) [Docket No. 128], as joined by Allan Holms (the “Mr. Holms”)

[Docket No. 133]. In support of this Limited Objection, the Debtor respectfully represents as follows:

Case 18-17254-btb Doc 198 Entered 02/04/19 17:07:42 Page 1 of 22

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BACKGROUND

1. On December 7, 2018 (the “Petition Date”), the Debtor filed a voluntary petition in this

Court for relief (the “Chapter 11 Case”) under Chapter 11 of Title 11 of the United States Code, 11

U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”).

2. The factual background regarding the Debtor, including its business operations and the

events leading to the filing of the Chapter 11 Case, is set forth in detail in the Declaration of Richard

Robbins in Support of Bankruptcy Filing and First Day Motions (the “First Day Declaration”) [Docket

No. 19].

3. On January 11, 2019, the Estate of Val Holms filed its Motion, and on January 14,

2019, Mr. Holms filed his joinder to the Motion.

4. The Estate of Val Holms is currently the subject of probate proceedings in Montana

(the “Montana Probate Action”) entitled In the Matter of the Estate of Val M. Holms, Case No. DP-

16-63, Montana Twentieth Judicial District Court.

5. Additionally, the Debtor is also involved in other legal actions, including the following

three consolidated actions, Graiwer et al. v. Bakken Resources, Inc., Case No. CV 14-0544, Second

Judicial District Court for the County of Washoe, State of Nevada; Val Holms v. Bakken Resources,

Inc., Case No. CV 16-01086, Second Judicial District Court for the County of Washoe, State of

Nevada; Bakken Resources, Inc. v. Allan Holms, et al., Case No. CV 17-00360, Second Judicial

District Court for the County of Washoe, State of Nevada; and cases pending in the State of Montana

and United States District Court for the Southern District of New York, entitled Bakken Resources,

Inc. v. Allan Holms, Val Holms, Todd Jensen, Allan Collins v. Dan Anderson, Karen Midtlyng and

Wes Paul, Case No. DDV-2016-612, Montana First Judicial Court; Bakken Resources, Inc. v.


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Edington et al., Case No. 15-CV-8686, United States District Court for the Southern District of New

York (the “Pending Litigations”). See Docket No. 110, SOFA 7, pp. 32-33.

6. The Estate of Val Holms and Mr. Holms seek relief from the automatic stay in order to

continue all of the Pending Litigations against the Debtor and the Montana Probate Action. However,

the proposed stipulation they seek to enter into is overly broad.

LIMITED OBJECTION

7. Should the Motion be granted, thereby allowing all Pending Litigations and the

Montana Probate Action to continue, the Debtor would simply request that the proposed stipulation be

drafted in a more succinct and direct fashion.

8. Counsel for the Estate of Val Holms proposed entering into a stipulation regarding the

effect of the automatic stay on the resolution of the dispute as to ownership of the Debtor’s stock. See

attached Exhibit A. Such proposed stipulation contains unnecessary factual and legal assertions. See

attached Exhibit B.

9. The Debtor consents to the simplified stipulation attached as Exhibit C. A redline to

the Estate of Val Holms’ original proposed stipulation is attached as Exhibit D.

10. Therefore, while the Debtor does not oppose to the Estate of Val Holms’ Motion, as

joined by Mr. Holms, it does object to it on a limited basis, because of the proposed stipulation’s broad

language.

RESERVATION OF RIGHTS

11. Nothing in this Limited Objection constitutes, or shall be deemed to constitute, a waiver

of any rights or defenses of the Debtor or any other party with respect to the relief sought by the Estate

of Val Holms in the Motion (as joined by Mr. Holms), the Montana Probate Action and the Pending


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Litigations (should the Stay Relief Motion be granted), or any other claim or cause of action asserted

by the Estate of Val Holms and Mr. Holms.

NOTICE

12. No trustee, examiner, or creditors’ committee has been appointed in the Chapter 11

Case. The Debtor provided notice of this Motion to: (a) the Office of the United States Trustee; (b)

certain governmental agencies including the Internal Revenue Service, the Clark County Assessor, the

Clark County Treasurer, the United States Securities and Exchange Commission, and the Nevada

Department of Taxation; (c) the entities listed on the consolidated list of twenty (20) largest creditors

filed by the Debtor in this chapter 11 case at the addresses indicated thereon; (d) the Estate of Val

Holms; and (e) Mr. Holms. In light of the nature of the relief requested, the Debtor respectfully

submits that no further notice is required.

CONCLUSION

WHEREFORE, for the foregoing reasons, the Debtor respectfully requests the Court (i) deny

the Motion; and (ii) grant such other and further relief as the Court deems just and proper.

[Remainder of page intentionally left blank.]


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Dated this 4th

day of February, 2019.

By: /s/Samuel A. Schwartz

Samuel A. Schwartz, Esq.


Connor H. Shea, Esq.





Telephone: (702) 802-2207

Facsimile: (702) 382-8135

Jeffrey Cohen, Esq. (admitted pro hac vice)

Gabriel L. Olivera, Esq. (admitted pro hac vice)

LOWENSTEIN SANDLER LLP

1251 Avenue of the Americas

New York, New York 10020

Telephone: (212) 262-6700

Facsimile: (212) 262-7402

Proposed Attorneys for the Debtor


EXHIBIT A

EXHIBIT A


1

Olivera, Gabriel L.

From: Cecilia Lee <[email protected]>Sent: Friday, January 11, 2019 7:50 PMTo: Schwartz, Samuel A.; Cohen, Jeffrey; Olivera, Gabriel L.Cc: [email protected]; Amy Tirre; Elizabeth High; Elizabeth DendarySubject: Stipulation regarding effect of automatic stayAttachments: Stipulation for Stay Relief.Order.docx; Stipulation for Stay Relief..docx

FilingDate: 1/15/2019 8:56:00 PM

Counsel – Pursuant to my letter dated January 7, 2019 and Sam’s email dated January 9, 2019, I have attached a copy of a proposed Stipulation regarding the effect of the automatic stay on the resolution of the dispute as to ownership of the stock in the Debtor and a proposed order, for your review and comment. As I will be out of the country beginning on

January 14, 2019, please communicate in my absence directly with my partner, Elizabeth High, and my paralegal, Elizabeth Dendary, with any comments or suggested changes. I will not be answering emails sent to this email address during my absence. Out of an abundance of caution, I am also filing this afternoon a motion for the relief set forth in the stipulation and am setting it for hearing on February 15, 2019. I look forward to being in contact when I return on February 4, 2019.

Best regards, Cecilia Cecilia Lee, Esq. Lee High, Ltd. 448 Ridge Street Reno, Nevada 89501 Telephone: 775‐324‐1011 Fax: 775‐499‐5976 Email: c.lee@lee‐high.com


EXHIBIT B

EXHIBIT B


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LEE HIGH, LTD.

Cecilia Lee, Esq.

Nevada Bar No. 3344

Elizabeth High, Esq.


448 Ridge Street

Reno, Nevada 89501

Telephone: 775.324.1011

Email: [email protected]

Email: [email protected] Attorneys for James M. Holms, Personal Representative

of the Estate of Val M. Holms


FOR THE DISTRICT OF NEVADA

In re:


Debtor.


Chapter 11 Case

STIPULATION THAT AUTOMATIC

STAY DOES NOT APPLY TO OR

ENJOIN RESOLUTION OF STOCK

OWNERSHIP

(NO HEARING REQUIRED)

Bakken Resources, Inc., debtor and debtor-in-possession (the “Debtor”), by and through

its counsel, Samuel A. Schwartz, Esq., Brownstein Hyatt Farber Schreck, LLP, and Jeffrey L.

Cohen, Esq. and Gabriel L. Olivera, Esq., Lowenstein Sandler LLP, and James M. Holms,

Personal Representative of the Estate of Val M. Holms (“Mr. Holms”), by and through his

attorneys, Cecilia Lee, Esq. and Elizabeth High, Esq., LEE HIGH, LTD., hereby stipulate as

follows:

1. Debtor commenced the above-captioned case by filing its voluntary petition under

Chapter 11 of Title 11 of the United States Code on December 7, 2018. Docket No. 1.

2. Debtor disclosed legal actions and proceedings in which it was involved in the

one year before filing the petition, including the following three consolidated actions, Graiwer et

al. v. Bakken Resources, Inc., Case No. CV 14-0544, Second Judicial District Court for the


mailto:[email protected]


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County of Washoe, State of Nevada; Val Holms v. Bakken Resources, Inc., Case No. CV 16-

01086, Second Judicial District Court for the County of Washoe, State of Nevada; Bakken

Resources, Inc. v. Allan Holms, et al., Case No. CV 17-00360, Second Judicial District Court for

the County of Washoe, State of Nevada; and cases pending in the State of Montana and United

States District Court for the Southern District of New York, entitled Bakken Resources, Inc. v.

Allan Holms, Val Holms, Todd Jensen, Allan Collins v. Dan Anderson, Karen Midtlyng and


Edington et al., Case No. 15-CV-8686, United States District Court for the Southern District of

New York; and In the Matter of the Estate of Val M. Holms, Case No. DP-16-63, Montana

Twentieth Judicial District Court (the “Pending Litigations”). Docket No. 110, SOFA 7, pp. 32-

33.

3. In an Amended Order After Hearing entered on October 22, 2018 in the Second

Judicial District Court of the State of Nevada, in and for the County of Washoe in Case No.

CV14-00544 entitled Graiwer et al. v. Val Holms, et. al., Judge Hardy held that the Debtor

[has no] standing to seek injunctive relief with regard to any

dispute between Allan Holms or the Estate of Val Holms related to

ownership of BRI stock.

Because BRI lacks standing to seek judicial relief related to any

ownership dispute related to BRI stock, BRI will not be permitted

to be involved in any potential ownership dispute as proxy for the

Estate of Val Holms. It should not be involved in the dispute

between potential claimants to [the Holms Estate stock in the

Debtor].

A copy of the Amended Order After Hearing is attached as Exhibit B to the Declaration of Frank

C. Gilmore, Esq., in Support of Allan G. Holms’s Opposition to Debtor’s Motion for Entry of an

Order Approving Notification and Hearing Procedures for Certain Transfers of and Declarations

of Worthlessness With Respect to Common Stock, Docket No. 62, pp. 18-25.

4. In the Amended Order After Hearing, Judge Hardy acknowledged Debtor’s

concession that “BRI has no claim to right, title, nor interest in Val Holms’ stock,” and that the

only two potential claimants to the Stock are the Estate of Val Holms [] and Allan Holms.” Id.

5. The automatic stay in bankruptcy, codified in 11 U.S.C. §362(a), “protects only


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the debtor, property of the debtor or property of the estate” and “does not protect non-debtor

parties or their property.” In re Advanced Ribbons & Office Prods., Inc., 125 B.R. 259, 263

(B.A.P. 9th Cir. 1991) (citing In re Casgul of Nevada, Inc., 22 Bankr. 65, 66 (B.A.P. 9th Cir.

1982)).

6. The Ninth Circuit has also held that the automatic stay does not protect actions

against non-debtor entities or individuals who are separately liable for the debts of the debtor,

such as guarantors or sureties, “nor does it protect the property of parties such as officers of the

debtor, even if the property in question is stock in the debtor corporation, and even if that stock

has been pledged as security for the debtor’s liability.” Boucher v. Shaw, 572 F.3d 1087, 1092-

93 (9th Cir. 2009) (citing In re Advanced Ribbons, 125 B.R. at 263). See also In re Marvel

Entm’t Grp., 209 B.R. 832, 834 (D. Del. 1997) (holding that “the automatic stay provisions of

the Bankruptcy Code are not implicated by the exercise of shareholders’ corporate governance

rights.”).

7. Resolution of any dispute regarding ownership of stock in the Debtor, whether in

the Pending Litigations, other litigation or by other means, process or proceeding, involves

property that is not property of the estate and is not enjoined, protected or affected by the

automatic stay in bankruptcy.

8. The parties hereby stipulate to request an order from the Bankruptcy Court

approving this Stipulation and ordering that the automatic stay does not apply to, enjoin, protect

or affect in any way any action to resolve ownership of stock in the Debtor, including without

limitation, any such action taken in the Pending Litigations, in any other litigation or by any

other means, process or proceeding.

DATED this _____ day of January, 2019.


_________________________

SAMUEL A. SCHWARTZ, ESQ.

Nevada State Bar No. 10985




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DATED this 11th

day of January, 2019.

LEE HIGH, LTD.

/s/ Cecilia Lee, Esq.

CECILIA LEE, ESQ.

ELIZABETH HIGH, ESQ.


EXHIBIT C

EXHIBIT C


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LEE HIGH, LTD.

Cecilia Lee, Esq.

Nevada Bar No. 3344



448 Ridge Street

Reno, Nevada 89501

Telephone: 775.324.1011


Email: [email protected] Attorneys for James M. Holms, Personal Representative




In re:


Debtor.


Chapter 11 Case




OWNERSHIP






attorneys, Cecilia Lee, Esq. and Elizabeth High, Esq., LEE HIGH, LTD., hereby stipulate as

follows:

1. Debtor commenced the above-captioned case by filing its voluntary petition under


2. Debtor disclosed legal actions and proceedings in which it was involved in the

one year before filing the petition, including the following three consolidated actions, Graiwer et

al. v. Bakken Resources, Inc., Case No. CV 14-0544, Second Judicial District Court for the




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County of Washoe, State of Nevada; Val Holms v. Bakken Resources, Inc., Case No. CV 16-

01086, Second Judicial District Court for the County of Washoe, State of Nevada; Bakken

Resources, Inc. v. Allan Holms, et al., Case No. CV 17-00360, Second Judicial District Court for

the County of Washoe, State of Nevada; and cases pending in the State of Montana and United

States District Court for the Southern District of New York, entitled Bakken Resources, Inc. v.

Allan Holms, Val Holms, Todd Jensen, Allan Collins v. Dan Anderson, Karen Midtlyng and


Edington et al., Case No. 15-CV-8686, United States District Court for the Southern District of

New York; and In the Matter of the Estate of Val M. Holms, Case No. DP-16-63, Montana

Twentieth Judicial District Court (the “Pending Litigations”). Docket No. 110, SOFA 7, pp. 32-

33.

3. Resolution of any dispute regarding ownership of stock in the Debtor, whether in

the Pending Litigations, other litigation or by other means, process or proceeding, involves



4. The parties hereby stipulate to request an order from the Bankruptcy Court



limitation, any such action taken in the Pending Litigations.

DATED this _____ day of February, 2019.


_________________________





DATED this _____ day of February, 2019.

LEE HIGH, LTD.



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CECILIA LEE, ESQ.



EXHIBIT D

EXHIBIT D


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attorneys, Cecilia Lee, Esq. and Elizabeth High, Esq., LEE HIGH, LTD., hereby stipulate as follows:

Debtor commenced the above-captioned case by filing its voluntary petition under1.


Debtor disclosed legal actions and proceedings in which it was involved in the one2.

year before filing the petition, including the following three consolidated actions, Graiwer et al. v.

Bakken Resources, Inc., Case No. CV 14-0544, Second Judicial District Court for the County of

Washoe, State of Nevada; Val Holms v. Bakken Resources, Inc., Case No. CV 16-01086, Second

In re:


Debtor.


Chapter 11 Case




OWNERSHIP


LEE HIGH, LTD.

Cecilia Lee, Esq.

Nevada Bar No. 3344



448 Ridge Street

Reno, Nevada 89501

Telephone: 775.324.1011



Attorneys for James M. Holms, Personal Representative





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Judicial District Court for the County of Washoe, State of Nevada; Bakken Resources, Inc. v.

Allan Holms, et al., Case No. CV 17-00360, Second Judicial District Court for the County of

Washoe, State of Nevada; and cases pending in the State of Montana and United States District

Court for the Southern District of New York, entitled Bakken Resources, Inc. v. Allan Holms,

Val Holms, Todd Jensen, Allan Collins v. Dan Anderson, Karen Midtlyng and Wes Paul, Case

No. DDV-2016-612, Montana First Judicial Court; Bakken Resources, Inc. v. Edington et al.,

Case No. 15-CV-8686, United States District Court for the Southern District of New York; and

In the Matter of the Estate of Val M. Holms, Case No. DP-16-63, Montana Twentieth Judicial

District Court (the “Pending Litigations”). Docket No. 110, SOFA 7, pp. 32-33.

3. In an Amended Order After Hearing entered on October 22, 2018 in the Second Judicial

District Court of the State of Nevada, in and for the County of Washoe in Case No. CV14-00544

entitled Graiwer et al. v. Val Holms, et. al., Judge Hardy held that the Debtor

[has no] standing to seek injunctive relief with regard to any

dispute between Allan Holms or the Estate of Val Holms related to

ownership of BRI stock.

Because BRI lacks standing to seek judicial relief related to any

ownership dispute related to BRI stock, BRI will not be permitted

to be involved in any potential ownership dispute as proxy for the

Estate of Val Holms. It should not be involved in the dispute

between potential claimants to [the Holms Estate stock in the

Debtor].

A copy of the Amended Order After Hearing is attached as Exhibit B to the Declaration of Frank

C. Gilmore, Esq., in Support of Allan G. Holms’s Opposition to Debtor’s Motion for Entry of an

Order Approving Notification and Hearing Procedures for Certain Transfers of and Declarations

of Worthlessness With Respect to Common Stock, Docket No. 62, pp. 18-25.

4. In the Amended Order After Hearing, Judge Hardy acknowledged Debtor’s concession

that “BRI has no claim to right, title, nor interest in Val Holms’ stock,” and that the only two

potential claimants to the Stock are the Estate of Val Holms [] and Allan Holms.” Id.

5. The automatic stay in bankruptcy, codified in 11 U.S.C. §362(a), “protects only the

debtor, property of the debtor or property of the estate” and “does not protect non-debtor parties

or their property.” In re Advanced Ribbons & Office Prods., Inc., 125 B.R. 259, 263 (B.A.P. 9th


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Cir. 1991) (citing In re Casgul of Nevada, Inc., 22 Bankr. 65, 66 (B.A.P. 9th Cir. 1982)).

6. The Ninth Circuit has also held that the automatic stay does not protect actions against

non-debtor entities or individuals who are separately liable for the debts of the debtor, such as

guarantors or sureties, “nor does it protect the property of parties such as officers of the debtor,

even if the property in question is stock in the debtor corporation, and even if that stock has been

pledged as security for the debtor’s liability.” Boucher v. Shaw, 572 F.3d 1087, 1092-93 (9th Cir.

2009) (citing In re Advanced Ribbons, 125 B.R. at 263). See also In re Marvel Entm’t Grp., 209

B.R. 832, 834 (D. Del. 1997) (holding that “the automatic stay provisions of the Bankruptcy

Code are not implicated by the exercise of shareholders’ corporate governance rights.”).

7. Resolution of any dispute regarding ownership of stock in the Debtor, whether3.

in the Pending Litigations, other litigation or by other means, process or proceeding, involves



8. The parties hereby stipulate to request an order from the Bankruptcy Court4.



limitation, any such action taken in the Pending Litigations, in any other litigation or by any other

means, process or proceeding.

DATED this _____ day of JanuaryFebruary, 2019.


_________________________





DATED this 11th_____ day of JanuaryFebruary, 2019.

LEE HIGH, LTD.


CECILIA LEE, ESQ.



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Documents

Samuel A. Schwartz, Esq. Nevada Bar No. 10985 3 BROWNSTEIN …omnimgt.com/CMSVol2/pub_47281/712742_198.pdf · 2019-02-05 · 18721623.1 1 2 3 BROWNSTEIN HYATT FARBER SCHRECK, LLP