United States District Court, D. New Jersey
In Re CAR CARE DEPOT, LLC, et al. Debtor.
CHARLES FORMAN, as Trustee, Appellee. ALAN MEINSTER, Appellant,
MEMORANDUM AND ORDER
G. SHERIDAN, U.S.D.J.
matter comes before the Court on appeal from the Bankruptcy
Court for the District of New Jersey (“Bankruptcy
Court”). Appellant Alan Meinster
(“Meinster” or “Appellant”) appeals
from the four Orders of the Bankruptcy Court granting Trustee
Barry Frost (“Frost”), in his capacity as Chapter
7 Bankruptcy trustee, authorization to continue the
bankruptcy proceedings of Car Care Depot, LLC (“Car
Care”) and Tiger Car Wash, LLC (“Tiger
Wash”). After reviewing the record and arguments, this
Court affirms the Orders of the Bankruptcy Court.
dispute concerns an alleged broker's commission that was
never memorialized in writing due to intervening events.
Consequently, several material facts in this case are
Alan Meinster is a licensed real estate broker in the State
of New Jersey with a principle office in Mercerville, NJ.
(Joint Appendix (“Joint Appx”) at 250, Dkt 22-1).
He is also a part owner of the restaurant
“Rossi's” in Hamilton Township. Id.
Charles Forman (“Forman”) is a member of Forman
Holt Eliades & Youngman LLC, and served as the Chapter 11
Trustee during the Chapter 11 filings of Car Care and Tiger
Wash. (Declaration of Charles M. Forman in Support of
Trustee's Motion, Joint Appx at 92, Dkt 22-1).
Frost is an attorney who has served as the Chapter 7 trustee
for Car Care and Tiger Wash after the Chapter 11 proceedings
were converted into Chapter 7 liquidation. (Appellee's
Brief at 1, Dkt 25).
Party Marvin Ginsberg (“Ginsberg”) was, at the
time of the original bankruptcy filing, the majority owner of
Tiger Wash and Car Care, owning ninety-five (95) percent of
the business. (Appellant's Brief at 16, Dkt 21).
Ginsberg's son, Marc Ginsberg, owned the remaining five
(5) percent. Id.
Party Christopher Vernon (“Vernon”) is the buyer
of Tiger Wash. (Certification of Christopher S. Vernon, Joint
Appx at 487, Dkt 22-1). Vernon is the owner of Mercer
Management, a real estate management firm that manages
various types of properties, including commercial ones.
(Examination of Christopher Vernon at 53-54, Dkt 17).
certification submitted by Appellant, the relevant events
occurred sometime around March 2015. (March 16, 2016
Certification of Alan Meinster, Joint Appx at 250, Dkt 22-1).
As a part owner of Rossi's, Appellant knew Ginsberg as a
result of his occasional visits to the restaurant.
Id. During one such visit, Appellant engaged in
conversation with Ginsberg, during which Ginsberg "very
specifically described his need to sell two (2) of his
carwashes . . . one of which was the Princeton Tiger Car
point, Appellant claims to have told Ginsberg of his
occupation as a real estate broker in the State of New
Jersey, and would be willing to find Ginsberg a buyer in
return for a ten percent commission. Id. Appellant
claims Ginsberg then "unequivocally agreed to pay the
then "went right to work, " already having a
prospective buyer in mind who "had a particular interest
in the car wash business." Id. That prospective
buyer was Christopher Vernon. Id. After Appellant
made a phone call to Vernon to explain the situation and
explained he was acting as a broker, Vernon expressed
"an exceedingly high level of interest."
Id. at 251. Appellant then called Ginsberg to
arrange a meeting with Vernon at Tiger Wash the next day.
Id. The meeting reportedly "went forward . . .
and resulted in Mr. Ginsberg securing a ready, willing, and
able buyer." Id.
knew Vernon well enough to describe Vernon as a highly
respected businessman and negotiator who typically handled
his own negotiations without a broker. Id. Appellant
admits he normally would have been more active in the
transactional process; however, Appellant suffered a medical
emergency which caused significant disability and a long
recuperation period. As a result, Appellant did not follow-up
on his prior discussion with Ginsberg. Id. More
specifically, a medical emergency occurred soon after the
discussions with Ginsberg and Vernon.
days of having made the introduction of [Vernon] to
[Ginsberg], " Appellant was sitting at his kitchen table
one night at 3:45 AM when he began to suffer from heart
attack like symptoms, later identified as dissection of the
ascending aorta. Id. at 251-52. Appellant was rushed
to the hospital, underwent open heart surgery for eight to
ten hours, and then spent two days in a medically induced
coma. Id. Appellant reports not "even
think[ing] about returning to work for a period of six 
months." Id. Appellant reports that he has yet
to fully recover. Id.
certifies that "by matter of fate and
fortuitousness" he became aware of the movement in the
Ginsberg-Vernon deal. Id. Appellant reports that on
March 8, 2016, he received a phone call from Vernon
expressing enthusiasm about closing the deal. Id. at
252-53. Surprised by the lack of communication from either
Vernon or Ginsberg regarding developments in the deal,
Appellant phoned Ginsberg who allegedly informed Appellant
that because his desired price was not met, there would be no
as a result of these events that Appellant contends that he
is a creditor to the Tiger Wash bankruptcy proceedings in the
amount of $350, 000.00, or ten (10) percent of the final $3.5
million sale price. (Appellant's Brief at 1-2, Dkt 21).
The bankruptcy proceeding has already paid out a substantial
sum of the total fund, leaving ...