Crow Winthrop Development Ltd. Partnership v. Jamboree LLC (In re Crow Winthrop Operating Partnership)

Crow Winthrop Development Limited Partnership (“Crow Development”) and Crow Winthrop Operating Partnership (“Crow Operating”) were formed to acquire a parcel of property, consisting of office buildings (“Headquarters Facility”) and the surrounding land. Crow Operating owned the Headquarters Facility and Crow Development owned the surrounding land. Under the terms of a reciprocal easement agreement, an affiliate of Crow Development was the managing agent of the surrounding land, which was to be used as common areas and for parking. Following a dispute and litigation about the Crow Development affiliate’s management of the common areas and parking, the parties entered into a settlement agreement which allowed an affiliate of Crow Operating to manage the common areas and parking in exchange for a sub *1123 stantial monthly payment to Crow Development. The settlement agreement contained a change in ownership provision, providing that the parking and management provisions would terminate if Crow Operating no longer owned the Headquarters Facility.

Crow Operating subsequently filed for bankruptcy. The reorganization plan eventually approved by the bankruptcy court transferred ownership…