2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 11 In re YIHE FORBES, LLC, No. CV 25-5801 PA 12 Debtor, OPINION ON APPEAL FROM

BANKRUPTCY COURT

13 YIHE FORBES, LLC, Bankruptcy Case No. 2:25-bk-12772-NB 14 Appellant, 15 v.

CITY OF CHELSEA,

16 Appellee. 17 18 19 Before the Court is an appeal filed by debtor YiHe Forbes, LLC (“YiHe” or 20 “Appellant”). YiHe challenges orders from the Bankruptcy Court granting relief from the 21 automatic stay in favor of appellee City of Chelsea (the “City” or “Appellee”), denying 22 YiHe’s effort to have a court-appointed receiver turn over assets to the bankruptcy estate and 23 YiHe as a debtor in possession, dismissing YiHe’s bankruptcy case, and an in rem order 24 preventing YiHe from benefitting from an automatic stay for two years should it file another 25 bankruptcy case involving the subject property. Pursuant to Rule 78 of the Federal Rules of 26 Civil Procedure and Local Rule 7-15, the Court finds that this matter is appropriate for 27 decision without oral argument. 2 YiHe has owned, since 2014, a collection of adjoining properties in the City of 3 Chelsea, Massachusetts (the “Property”). The Property consists of approximately 18 acres 4 that prior owners used for industrial purposes. The Property is contaminated with hazardous 5 waste and includes several abandoned and delapidated buildings. YiHe endeavored to 6 obtain approvals to build 600 residential units and 20,000 square feet of commercial space 7 on the Property. YiHe states that the Property was appraised for $27,500,000 in May 2021, 8 but delays caused in part by the COVID-19 pandemic caused some of its permits and 9 approvals to lapse despite YiHe’s expenditure of over $8 million on its efforts to develop the 10 Property. 11 In November 2021, the City convened a Board of Survey, which found multiple 12 buildings on the Property to be “abandoned, dangerous to life and limb, open to the weather, 13 structurally compromised and in all instances a serious hazard in case of fire.” In December 14 2021, the City sent to YiHe the results of the Board of Survey reiterating previous orders to 15 demolish the buildings or make them safe. Having received no response from YiHe, the 16 City undertook measures to secure the Property and the buildings on it. In March 2023, the 17 City notified YiHe that the City had incurred expenses of $310,088.25 and that the City 18 would record a lien in this amount on the Property as authorized by statute if the debt 19 remained unsatisfied. The City received no response from YiHe to any of these 20 communications, and on April 6, 2023, the City of Chelsea recorded a lien in that amount. 21 In October 2023, the Massachusetts Department of Environmental Protection sent to 22 YiHe a Notice of Non-Compliance in which it stated that YiHe had failed to conduct 23 required hazardous waste maintenance and monitoring at the Property since November 2018. 24 That same month, one of the abandoned buildings at the Property collapsed. The City 25 ordered YiHe to remedy the collapsed building in May 2024. By August 2024, the City’s 26 Board of Health found the Property to “be unfit for human habitation, pose a nuisance or 27 risk of nuisance, and a risk for accident to the public” and gave YiHe 14 days to begin 2 Massachusetts on September 9, 2024 (“Massachusetts Superior Court Action”). The City 3 intervened in the Massachusetts Superior Court Action on September 19, 2024. YiHe and 4 the Bank resolved their dispute and the City substituted as Plaintiff in the Massachusetts 5 Superior Court Action on October 17, 2024. On November 18, 2024, there was a nine-alarm 6 fire at the Property, which caused various harm in the community, including the suspension 7 of rail service along tracks adjacent to the Property. The City moved to appoint a receiver in 8 the Massachusetts Superior Court Action on November 20, 2024. The Massachusetts 9 Superior Court, over YiHe’s opposition, appointed L. Alexandra Hogan as the receiver (the 10 “Receiver”) on November 22, 2024. 11 In March 2025, the Superior Court authorized the Receiver to obtain an emergency 12 loan from the City to provide funds to secure and patrol the Property. The City has 13 expended more than $300,000 to support the Receiver. Also by March 2025, the Receiver 14 had sought authorization to enter into an agreement with the Massachusetts Audubon 15 Society (the “Audubon Socieity”) for the Audubon Society to purchase the Property for 16 $8,360,000. The Massachusetts Superior Court authorized the Receiver to enter into the 17 agreement with the Audubon Society on March 25, 2025. In approving the sale, the court 18 determined that: 19 • “The defendants have repeatedly claimed that a confirmed buyer will 20 appear. None have to this point.” 21 • “What is needed in this matter is a certain and soon outcome.” 22 • “The property remains dilapidated, a danger to the public and the 23 environment.” 24 • “This offer [from Audubon Society] will repay the taxpayers of 25 Chelsea, clean up the property and provide a reasonable development 26 for the site.” 27 • “Defendants have had ample opportunity to suggest a viable alternative 2 as safe as possible and in finding an actual buyer.” 3 Prior to the Receiver’s negotiations with the Audubon Society, YiHe had retained a broker 4 in September 2024 to market the Property. YiHe claims that the Receiver received other 5 higher offers to purchase the Property in or around March 2025 for $13,000,000, 6 $17,880,000, and $20,000,000. YiHe has appealed the Sale Order and that appeal is 7 proceeding before the Massachusetts Court of Appeal. 8 YiHe filed a Chapter 11 bankruptcy petition in the United States Bankruptcy Court 9 for the Central District of California on April 3, 2025. On April 22, 2025, the City filed a 10 Motion in the Massachusetts Superior Court Action to determine whether the automatic stay 11 in YiHe’s bankruptcy case applied to the case in Massachusetts Superior Court Action. The 12 City’s Motion asserted that all the Receiver’s actions were excepted from the automatic stay, 13 and that the sale to the Audubon Society was an essential part of the exercise of the City’s 14 police and regulatory power. YiHe opposed the Motion, argued that the sale did not relate 15 primarily to matters of public safety and did not effectuate public policy, and that the 16 Bankruptcy Code’s automatic stay prevented the Receiver from moving forward and selling 17 the Property and that the Receiver was instead required to deliver estate property in her 18 possession—namely, the Property—to YiHe. The Massachusetts Superior Court granted the 19 City’s Motion on May 14, 2025. 20 YiHe’s bankruptcy counsel received, on April 24, 2025, an offer to purchase the 21 Property for $20,888,000. On May 8, 2025, YiHe filed a Motion to Require Receiver to 22 Comply with Bankruptcy Code Section 543 (the “Turnover Motion”). On May 13, 2025, the 23 City filed a Motion for Relief from the Automatic Stay, Relief from Turnover, and Dismissal 24 (the “Relief from Stay Motion”) with the Bankruptcy Court. Prior to the June 3, 2025 25 hearing on the Turnover Motion and Relief from Stay Motion, the Bankruptcy Court issued 26 a detailed tentative ruling in the City’s favor. The tentative ruling also indicated the 27 Bankruptcy Court’s conclusion that “in rem” relief was warranted that would prevent an 2 and the parties had not briefed issues related to such a bar. 3 At the hearing, the Bankruptcy Court heard oral argument and then adopted its 4 tentative rulings in full. Among other things, the Bankruptcy Court ruled that: 5 • The City’s exercise of its police and regulatory powers through the 6 appointment of a receiver is excepted from the automatic stay under 7 section 362(b)(4). 8 • On alternative grounds, “cause” exists to grant relief from the automatic 9 stay to proceed with the receivership and related actions in 10 Massachusetts under § 362(d)(1), including retroactive annulment of 11 the stay as of the petition date. 12 • The Receiver is not required to turn over the Property to the bankruptcy 13 estate and is excused from such turnover under section 543(d). 14 • Dismissal of the bankruptcy case is warranted and authorized as in the 15 interests of creditors and the debtor under section 305(a). 16 • Alternatively, “cause” exists under section 1112(b)(4) to dismiss the 17 bankruptcy case for gross mismanagement of the estate, failure to pay 18 property taxes, failure to maintain appropriate insurance that poses a 19 risk to the estate or to the public, and for substantial or continuing loss 20 to or diminution of the estate and the absence of a reasonable likelihood 21 of rehabilitation. 22 • No automatic stay shall apply to the Property in any bankruptcy case 23 filed within two years after the date of entry of the Bankruptcy Court’s 24 Order. 25 The Bankruptcy Court issued a Memorialization and a Final Order on June 12 and 13, 2025, 26 respectively. YiHe filed a Notice of Appeal on June 25, 2025, and elected to have the 27 appeal heard by the District Court. 1] 1. Jurisdiction 2 This Court possesses appellate jurisdiction over the Bankruptcy Court’s final orders 3 || granting relief from the automatic stay, dismissing the bankruptcy case, denying turnover, 4 | and granting in rem relief. See 28 U.S.C. § 158(a). 5 || TI. Standard of Review 6 The Bankruptcy Court’s decision to grant relief from the automatic stay under 7 || Bankruptcy Code § 362 or grant retroactive relief from the automatic stay is reviewed for 8 || abuse of discretion. See Mataya v. Kissinger (In re Kissinger), 72 F.3d 107, 108 (9th Cir. 9 || 1995). The dismissal of a case under Bankruptcy Code §§ 305(a) and 1112(b) is reviewed 10 || for an abuse of discretion. See In re Owens, 552 F.3d 958, 960 (9th Cir. 2009). The 11 || decision of the Bankruptcy Court to grant in rem relief under § 362(d)(4) is reviewed for 12 || abuse of discretion. See First Yorkshire Holdings, Inc. v. Pacifica L 22, LLC (In re First 13 | Yorkshire Holdings, Inc.), 470 B.R. 864, 868 (B.A.P. 9th Cir. 2012). A bankruptcy court 14 |) abuses its discretion if it applies an incorrect legal standard, misapplies the correct legal 15 || standard, or if its factual findings are illogical, implausible or without support from evidence 16 || in the record. In re Ellis, 523 B.R. 673, 677 (B.A.P. 9th Cir. 2014). Issues related to 17 || turnover appear to implicate whether “property is included in a bankruptcy estate and 18 || procedures for recovering estate property” that are questions of law reviewed de novo. 19 || Newman v. Schwartzer (In re Newman), 487 B.R. 193, 197 (B.A.P. 9th Cir. 2013). 20 The Bankruptcy Court’s factual findings are reviewed for clear error. See In re Point 21 || Ctr. Fin., Inc., 957 F.3d 990, 995 (9th Cir. 2020). A court’s factual determination is clearly 22 || erroneous if it is illogical, implausible, or without support in the record. In re Retz, 606 F.3d 23 |) 1189, 1196 (9th Cir. 2010). Mixed questions of law and fact are reviewed de novo. In re 24 |) Point Ctr. Fin., Inc., 957 F.3d at 995. A reviewing court must accept the Bankruptcy Court’s 25 || findings of fact unless upon review the reviewing court is left with the definite and firm 26 || conviction that a mistake has been committed. See In re Straightline Invs., Inc., 525 F.3d 27 || 870, 876 (9th Cir. 2008). 28

2 YiHe challenges the Bankruptcy Court’s decision granting the City’s Relief from 3 Stay Motion, which not only concluded that the automatic stay did not apply to the 4 Receiver’s sale of the Property to the Audubon Society, but also dismissed the bankruptcy 5 case. YiHe also challenges the Bankruptcy Court’s denial of its Turnover Motion and the 6 Bankruptcy’s Court’s in rem order in which the Bankruptcy Court declared that an automatic 7 stay would not apply to the Property in any new bankruptcy case filed within two years. 8 A. Relief from the Automatic Stay 9 The City moved for, and the Bankruptcy Court granted, relief from the automatic stay 10 under both § 362(b)(4) and § 362(d)(1). Under § 362(b)(4), the filing of a bankruptcy 11 petition “does not operate as a stay . . . of the commencement or continuation of an action or 12 proceeding by a governmental unit . . . to enforce such governmental unit’s . . . police and 13 regulatory power, including the enforcement of a judgment other than a money judgment, 14 obtained in an action or proceeding by the governmental unit to enforce such governmental 15 unit’s . . . police or regulatory power.” 11 U.S.C. § 362(b)(4). Section 362(d)(1) provides 16 that, “[o]n request of a party in interest and after notice and a hearing, the court shall grant 17 relief from the day . . . such as by terminating, annulling, modifying, or conditioning such 18 stay . . . for cause, including the lack of adequate protection of an interest in property of such 19 party in interest.” Id. at § 362(d)(1). 20 The police and regulatory exception to the automatic stay generally refers to “‘the 21 enforcement of state laws affecting health, welfare, morals, and safety, but not regulatory 22 laws that directly conflict with the control of the res or property by the bankruptcy court.’” 23 City & County of San Francisco v. PG & E Corp., 433 F.3d 1115, 1123 (9th Cir. 2006) 24 (quoting Hillis Motors, Inc. v. Haw. Auto. Dealers’ Ass’n, 997 F.2d 581, 591 (9th Cir. 25 1993)). The Ninth Circuit has “applied two alternative tests to determine whether the 26 actions of a governmental unit are in exercise of its police and regulatory power as defined 27 in 11 U.S.C. section 362(b)(4): the ‘pecuniary purpose’ and the ‘public policy’ test. 1 }) stay.” Id. at 1123-24 (citing Universal Life Church v. United States (In re Universal Life 2 || Church, Inc.) 128 F.3d 1294, 1297 (9th Cir. 1997)). “If the action primarily seeks to protect 3 || the government’s pecuniary interest, the automatic stay applies. If the suit primarily seeks to 4 || protect the public safety and welfare, the automatic stay does not apply.” Id. at 1124. “The 5 || public policy test ‘distinguishes between government actions that effectuate public policy 6 || and those that adjudicate private rights.’” In re Universal Life Church, Inc., 128 F.3d at 7 || 1297 (quoting NLRB v. Continental Hagen Corp., 932 F.2d 828, 833 (9th Cir. 1991)). In 8 || applying the pecuniary interest and public policy tests, a bankruptcy court “must analyze the 9 || claims separately.” City & County of San Francisco, 433 F.3d at 1124. 10 Section 362(d)(1)’s “for cause” standard “has no clear definition and is determined 11 || on a case-by-case basis.” In re Tucson Estates, Inc., 912 F.2d 1162, 1166 (9th Cir. 1990) 12 || (citing In re MacDonald, 755 F.2d 715, 717 (9th Cir. 1985)). This Court concludes that the 13 | Bankruptcy Court did not abuse its discretion in granting relief from the automatic stay “for 14 || cause” under § 362(d)(1). The Bankruptcy Court cited the appropriate standard and its 15 || conclusion that sufficient cause existed in the circumstances to grant the City’s Relief from 16 || Stay Motion was supported by ample factual findings concerning, among other factors, the 17 || ongoing public safety situation at the Property supporting the Receiver’s sale of the Property 18 || to the Audubon Society in a process overseen by the Massachusetts Superior Court. The 19 || factual findings supporting those conclusions were not clearly erroneous. For the same 20 || reasons, the Bankruptcy Court did not abuse its discretion under § 362(d)(1) to grant relief 21 || from the stay retroactively.” 22 B. Denial of the Turnover Motion 23 The Bankruptcy Code generally requires that a custodian in possession, including a 24 || receiver, must deliver all assets in her possession, custody, or control to the 25 || debtor-in-possession. See 11 U.S.C. § 543(a). There is an exception if “the interests of 26 27} y Because this Court has affirmed the Bankruptcy Court’s granting of the Relief from 2g || Stay Motion based on § 362(d)(1), the Court need not and therefore declines to address the Bankruptcy Court’s alternative grounds under § 362(b)(4).

2 by permitting a custodian to continue in possession, custody, or control of such property.” 3 11 U.S.C. § 543(d). ‘If turnover is opposed, courts consider a number of factors in 4 determining whether to order turnover, including ‘(1) whether there will be sufficient 5 income to fund a successful reorganization; (2) whether the debtor will use the property for 6 the benefit of its creditors; and (3) whether there has been mismanagement by the debtor.’‘ 7 In re Orchards Village Invs., LLC, 405 B.R. 341, 353 (Bankr. D. Or. 2009) (quoting 5 8 Collier on Bankruptcy ¶ 543-12 (15th ed. 2009)). 9 As the City points out, although YiHe did file the Turnover Motion, YiHe did not 10 unequivocally seek turnover of the Property from the Receiver to YiHe. Instead, YiHe 11 appeared to agree that the Receiver could maintain possession of the property and continue 12 the Receiver’s efforts to maintain and safeguard the property pending sale of the Property to 13 a buyer offering a higher price than the Audubon Society had agreed to pay through a sale 14 process overseen by the Bankruptcy Court instead of in the Massachusetts Superior Court 15 Action. According to the Bankruptcy Court, “removing the Receiver from control over 16 the . . . Property and its sale would only pose a danger to public health and safety — risking 17 liability (not to mention public welfare) — and increase the costs and delays in the 18 receivership proceedings, all in exchange for no realistic benefits to the bankruptcy estate.” 19 Even if YiHe’s position has not waived its arguments concerning the Bankruptcy Court’s 20 denial of the Turnover Motion, this Court concludes, even applying a de novo standard of 21 review, that the Bankruptcy Court did not commit reversible error when it denied the 22 Turnover Motion. 23 C. Dismissal of the Bankruptcy Case 24 The Bankruptcy Code authorizes a bankruptcy court to dismiss a case or suspend all 25 proceedings if “the interests of creditors and the debtor would be better served by such 26 dismissal or suspension.” 11 U.S.C. § 305(a)(1). The test is whether “both the debtor and 27 the creditors would be ‘better served’ by a dismissal.” In re Eastman, 188 B.R. 621, 625 1 | (9th Cir. BAP 1995). Courts may consider seven factors to determine whether dismissal is 2 || appropriate under Section 305(a)(1): 3 (1) the economy and efficiency of administration; (2) whether 4 another forum 1s available to protect the interests of both parties 5 or there is already a pending proceeding in state court; 6 (3) whether federal proceedings are necessary to reach a just and 7 equitable solution; (4) whether there is an alternative means of 8 achieving an equitable distribution of assets; (5) whether the 9 debtor and the creditors are able to work out a less expensive 10 out-of-court arrangement which better serves all interests in the 11 case; (6) whether a non-federal insolvency has proceeded so far 12 in those proceedings that it would be costly and time consuming 13 to start afresh with the federal bankruptcy process; and (7) the 14 purpose for which bankruptcy jurisdiction has been sought. 15 || Marciano v. Fahs (In re Marciano), 459 B.R. 27, 47 (B.A.P. 9th Cir. 2011). Courts should 16 || analyze “the totality of the circumstances.” Wechsler v. Macke Int’] Trade, Inc. (In re 17 || Macke Int’] Trade, Inc.), 370 B.R. 236, 247 (B.A.P. 9th Cir. 2007). 18 Section 1112(b) of the Bankruptcy Code provides that courts may dismiss a case for 19 || “cause” and provides a non-exhaustive set of reasons. 11 U.S.C. § 1112(b)(4). These 20 || include “substantial or continuing loss to or diminution of the estate and the absence of a 21 |) reasonable likelihood of rehabilitation,” “gross mismanagement of the estate,” “and failure 22 || to maintain appropriate insurance that poses a risk to the estate or to the public.” 11 U.S.C. 23 |) §§ 1112(b)(4)(A), (B), and (C). The party seeking dismissal bears the burden of establishing 24 || cause. See Baroni v. Seror (In re Baroni), 36 F.4th 958, 966 (9th Cir. 2022). Yet, even 25 || establishing cause “is not definitive, of course, because the statute makes clear that even 26 || where cause is established, the bankruptcy court must still consider the best interests of 27 || creditors and the estate.” Id. A bankruptcy court must “must also consider whether there 28 || are unusual circumstances that indicate that the creditors’ and the estate’s interests are best

2 to continue.” Id. at 968. 3 The Court concludes that the Bankruptcy Court did not abuse its discretion by 4 granting the City’s Relief from Stay Motion that sought dismissal under both § 305(a)(1) and 5 § 1112(b). This Court additionally concludes that the Bankruptcy Court’s decision to 6 dismiss the bankruptcy case on both grounds was supported by substantial factual findings 7 that were not clearly erroneous. 8 D. In Rem Relief 9 The Bankruptcy Court, relying on In re Vazquez, 580 B.R. 526 (Bankr. C.D. Cal. 10 2017), issued in rem relief providing that “no automatic stay shall apply to such property in 11 any bankruptcy case purporting to affect such property and filed within two years after the 12 date of entry f this order, unless otherwise ordered by the court presiding over that 13 bankruptcy case.” The in rem relief in In re Vazquez was issued pursuant to § 362(d)(4), 14 which provides: 15 On request of a party in interest and after notice and a hearing, 16 the court shall grant relief from the stay provided under 17 subsection (a) of this section, such as by terminating, annulling, 18 modifying, or conditioning such stay . . . with respect to a stay of 19 an act against real property under subsection (a), by a creditor 20 whose claim is secured by an interest in such real property, if the 21 court finds that the filing of the petition was part of a scheme to 22 delay, hinder, or defraud creditors that involved either — 23 (A) transfer of all or part ownership of, or other interest in, 24 such real property without the consent of the secured 25 creditor or court approval; or 26 (B) multiple bankruptcy filings affecting such real property. 27 11 U.S.C. § 362(d)(4). 1 YiHe contends that the Bankruptcy Court erred when it issued the in rem relief 2 || because the City had not filed a motion seeking that relief, so there was never a “request of a 3 || party in interest and after notice and a hearing” to allow the Bankruptcy Court to consider or 4 || grant such relief. YiHe also asserts that the Bankruptcy Court committed reversible error 5 || because there is no evidence that there was a “transfer of all or part ownership of, or other 6 || interest in” the Property or “multiple bankruptcy filings affecting such real property” so the 7 || factual requirements for an in rem order are lacking. 8 The Court concludes that, at a minimum, the Bankruptcy Court abused its discretion 9 || by considering the in rem relief on its own motion without a request by the City or another 10 || party in interest as required by § 362(d) and without adequate notice to YiHe. The Court 11 || therefore vacates the in rem order.” 12 Conclusion 13 For all of the foregoing reasons, the Court affirms the Bankruptcy Court’s granting of 14 |) the City’s Relief from Stay Motion and the denial of YiHe’s Turnover Motion except to the 15 || extent the Bankruptcy Court imposed an in rem order pursuant to § 362(d)(4). The Court 16 |) vacates the in rem order, but affirms the Bankruptcy Court’s order granting retroactive relief 17 || from the automatic stay. dismissing the bankruptcy case, and denying turnover to the debtor. 18 19 IT IS SO ORDERED. 20 211 DATED: November 20, 2025 YG J Cathie □ 22 ae 23 UNITED STATES DISTRICT JUDGE 24 25 26 27 || ———_—————————_ 28 2 In vacating the in rem order, this Court does not intend to limit the future consideration of any properly noticed motion seeking such relief.