THE INTERSECTION OF COMMERCIAL REAL ESTATE AND BANKRUPTCY: RESOLVING THE DILEMMA

Transcription

1 THE INTERSECTION OF COMMERCIAL REAL ESTATE AND BANKRUPTCY: RESOLVING THE DILEMMA Cassandra M. Porter, Esq. Lowenstein Sandler, LLP (Roseland) Maureen E. Montague, Esq. Lowenstein Sandler, LLP (Roseland) Karina Pia Lucid, Esq. Karina Pia Lucid, Esq. LLC (Liberty Corner) WBNK001216

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8 June 7, 2016 New Jersey Institute of Continuing Legal Education The Intersection of Commercial Real Estate & Bankruptcy Law: Resolving the Dilemma Presented by: Karina Pia Lucid, Esq. Lucid Law LLC (908) Cassandra Porter, Esq. Lowenstein Sandler LLP (973) Maureen Montague Lowenstein Sandler LLP (973)

9 Today s Speakers Karina Pia Lucid is a Bankruptcy Attorney, Professional Mediator, and Bankruptcy Consultant in Collaborative Law cases. Karina s bankruptcy practice focuses on individual and corporate chapter 7 cases, individual and small, or closely-held, corporate chapter 11 cases, and chapter 13 bankruptcy cases. Karina also has extensive experience with out-of-court work-outs, as well as secured and unsecured creditor representations including Official Committees of Unsecured Creditors and individual creditors in matters involving environmental issues arising in chapter 11 cases.

10 Today s Speakers Maureen E. Montague is senior counsel to Lowenstein s Corporate Department and a member of its Real Estate practice group. Maureen's practice covers all aspects of commercial transactions with a specialty in commercial and residential mortgage foreclosure as well as tax foreclosure. Maureen has more than 15 years of experience representing lenders in foreclosures and loan restructuring for commercial and industrial properties, multiunit apartment buildings, retail and mixed-use properties, as well as residential properties. Maureen's transactional experience includes conveyance and leasing of office, industrial, retail and residential properties and extends to multi-state transactions involving construction and mezzanine financing, leasehold and securitized financing and mortgage assumptions. She (unfortunately) has spent a lot of time dealing with many issues in bankruptcy court.

11 Today s Speakers Cassandra Porter is Counsel to Lowenstein Sandler s Bankruptcy, Financial Reorganization & Creditors Rights Department. Cassandra s practice focuses on debtor-creditor law, privacy law, and working with tech start ups. Prior to joining Lowenstein Sandler, Cassandra was law clerk to the Honorable Cecelia G. Morris of the United States Bankruptcy Court of the Southern District of New York. Cassandra s bankruptcy practice includes the representation of creditor committees, unsecured creditors and debtors. Several of her matters have overlapped between the real estate and bankruptcy worlds, including landlord negotiations and representation purchasers of real property in 363 sales. Page 9

12 Logistics & Agenda Page 10

13 Topics To Be Covered Today Part 1: Bankruptcy Basics Chapter 7 vs. a reorganizing 11 vs. a liquidating 11 Overview of section 362 (automatic stay), section 363 (use, sale or lease of property), and section 365 (assumption and rejection executory contracts) Plan Confirmation Basics Part 2: Key Areas Single Asset Real Estate Cases (SAREs) Continuing Care Retirement Communities (CCRCs) Bad Boy Guarantees Throughout today s discussion - Practical Tips

14 Part 1: Bankruptcy Basics Page 12

15 Chapter 7 vs. Chapter 11 Page 13

16 Importance of Chapter 7 in Commercial Context Section 727(a) of the Bankruptcy Code limits the availability of a Chapter 7 discharge to an individual Individuals in business can seek the fresh start discharge; however, legal entities, like corporations and limited liability companies, cannot get a similar fresh start. Page 14

17 Comparison of Chapter 7 and 11 Issue Chapter 7 Chapter 11 Purpose Liquidation Reorganization or Liquidation Who Can Be a Debtor? 11 U.S.C. 109 A person may be a debtor under chapter 7 if he/she is not a railroad, domestic insurance co etc., or a bank. Any debtor eligible for Chapter 7 relief

18 Comparison of Chapter 7 and 11 Issue Chapter 7 Chapter 11 Procedure Leading to Discharge Nonexempt property is sold with proceeds distributed pursuant to waterfall. Dischargeable debts are terminated Plan submitted; if approved and followed, debts are discharged. Advantages Upon liquidation and distribution, most debts are discharged. Debtor has a Fresh Start. Debtor continues in possession of estate assets. Creditors can either accept plan or be crammed down. Plans can be for reorganization or liquidation of assets.

19 What are the Key Differences Between a Reorganizing 11 and a Liquidating 11 Reorganizing Liquidating During Chapter 11 Process Plan Confirmation Requirements Post- Confirmation Same assets may be sold; attempt to restructure entity Same Reorganized Entity Often, all assets are sold in 363 Sale Same Liquidating Trustee to wind down estate s affairs

20 The Automatic Stay Page 18

21 11 U.S.C. 362 (a) Except as provided in subsection (b) of this section, a petition filed under section 301, 302, or 303 of this title,... operates as a stay, applicable to all entities, of (1) the commencement or continuation, including the issuance or employment of process, of a judicial, administrative, or other action or proceeding against the debtor that was or could have been commenced before the commencement of the case under this title, or to recover a claim against the debtor that arose before the commencement of the case under this title; (2) the enforcement, against the debtor or against property of the estate, of a judgment obtained before the commencement of the case under this title; (3) any act to obtain possession of property of the estate or of property from the estate or to exercise control over property of the estate; (4) any act to create, perfect, or enforce any lien against property of the estate; (5) any act to create, perfect, or enforce against property of the debtor any lien to the extent that such lien secures a claim that arose before the commencement of the case under this title; (6) any act to collect, assess, or recover a claim against the debtor that arose before the commencement of the case under this title; (7) the setoff of any debt owing to the debtor that arose before the commencement of the case under this title against any claim against the debtor; and (8) the commencement or continuation of a proceeding before the United States Tax Court concerning a tax liability of a debtor that is a corporation for a taxable period the bankruptcy court may determine or concerning the tax liability of a debtor who is an individual for a taxable period ending before the date of the order for relief under this title.

22 In English... An injunction that automatically stops lawsuits, foreclosures, garnishments, and all collection activity against the debtor the moment a bankruptcy petition is filed.

23 Tips... Once an individual or company files for bankruptcy, the automatic stay provision of the Bankruptcy Code takes effect and requires that all efforts by creditors to collect on pre-petition debt immediately cease, unless authorized by the Court or subject to statutory exception. If there is any doubt whether the automatic stay applies, assume that it does unless there is a clear basis to assert otherwise.

24 Use, Sale, or Lease of Property Page 22

25 11 U.S.C (b)(1) The trustee, after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate, except that if the debtor in connection with offering a product or a service discloses to an individual a policy prohibiting the transfer of personally identifiable information about individuals to persons that are not affiliated with the debtor and if such policy is in effect on the date of the commencement of the case, then the trustee may not sell or lease personally identifiable information to any person unless-- (A) such sale or such lease is consistent with such policy;... Page 23

26 11 U.S.C. 363 continued (c)(1) If the business of the debtor is authorized to be operated under section 721, 1108, 1203, 1204, or 1304 of this title and unless the court orders otherwise, the trustee may enter into transactions, including the sale or lease of property of the estate, in the ordinary course of business, without notice or a hearing, and may use property of the estate in the ordinary course of business without notice or a hearing. (2) The trustee may not use, sell, or lease cash collateral under paragraph (1) of this subsection unless-- (A) each entity that has an interest in such cash collateral consents; or (B) the court, after notice and a hearing, authorizes such use, sale, or lease in accordance with the provisions of this section. (3) Any hearing under paragraph (2)(B) of this subsection may be a preliminary hearing or may be consolidated with a hearing under subsection (e) of this section, but shall be scheduled in accordance with the needs of the debtor. If the hearing under paragraph (2)(B) of this subsection is a preliminary hearing, the court may authorize such use, sale, or lease only if there is a reasonable likelihood that the trustee will prevail at the final hearing under subsection (e) of this section. The court shall act promptly on any request for authorization under paragraph (2)(B) of this subsection. (4) Except as provided in paragraph (2) of this subsection, the trustee shall segregate and account for any cash collateral in the trustee's possession, custody, or control. Page 24

27 11 U.S.C. 363 continued (d) The trustee may use, sell, or lease property under subsection (b) or (c) of this section (1) in the case of a debtor that is a corporation or trust that is not a moneyed business, commercial corporation, or trust, only in accordance with nonbankruptcy law applicable to the transfer of property by a debtor that is such a corporation or trust; and (2) only to the extent not inconsistent with any relief granted under subsection (c), (d), (e), or (f) of section 362. Page 25

28 363 Sales Page 26

29 Real Property Sales in Bankruptcy Cases 11 U.S.C. 363(f) The trustee may sell property under subsection (b) or (c) of this section free and clear of any interest in such property of an entity other than the estate, only if-- (1) applicable nonbankruptcy law permits sale of such property free and clear of such interest; (2) such entity consents; (3) such interest is a lien and the price at which such property is to be sold is greater than the aggregate value of all liens on such property; (4) such interest is in bona fide dispute; or (5) such entity could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest. Page 27

30 Assumption and Rejection Executory Contracts Page 28

31 When good tenants go bad... Page 29

32 What is an Executory Contract? 11 U.S.C. 365 provides, subject to court approval and certain limitations, debtors can assume or reject any executory contract or unexpired lease, but the Bankruptcy Code does not define "executory contract Most courts adopt the Countryman definition: a contract under which the obligation of both the bankrupt and the other party to the contract are so far unperformed that the failure of either to complete performance would constitute a material breach excusing the performance of the other Countryman, Executory Contracts in Bankruptcy: Part I, 57 Minn. L. R. 439, 460 (1973); see Sharon Steel Corp. v. National Fuel Gas Distrib. Corp., 872 F.2d 36, 39 (3d Cir. 1989) Page 30

33 In English A contract is executory when there are material unperformed obligations on the part of both parties that the failure of either party to perform would constitute a material breach of that contract

34 What is not an Executory Contract? Judgments or judicial orders on the merits Easements and covenants that run with the land are not executory because reciprocal duties are not found See e.g., Glosser v. Maysville Reg l Water Dist., 174 Fed. Appx. 34, 36 (3d Cir. 2009)

35 Assumption of Leases and Contracts Bankruptcy Code provides debtors with the ability to reject or assume executory contracts and unexpired leases, subject to court approval. The purpose is to convert burdensome obligations of the debtor into a damages claim in favor of the non-debtor.

36 In re Seven Hills, Inc., 403 B.R. 327 (Bankr. D.N.J. 2009) The parties entered into a lease for commercial property. Over the years, Seven Hills faced difficulties in paying timely its rental payments, causing landlord on several occasions to begin summary dispossess proceedings. Seven Hills resolved those proceedings outside of court by remitting the appropriate payment and eventually entered into a Consent Judgment with its landlord. Two months after entering into the Consent Judgment, Seven Hills filed for bankruptcy.

37 The "In re Seven Hills" issue... A Consent Judgment Is an executory contract Bright line rule: In New Jersey, a Judgment for Possession terminates a non-residential lease; not the Warrant for Removal But what happens when the Landlord and Tenant enter into a Consent Judgment? Unlike a judgment for possession, a consent order is a contract that can be assumed or rejected by a debtorin-possession.

38 Why? Under NJ State law, when a landlord obtains a judgment for possession, a warrant of removal is issued three days later. That 3-day period is meant to allow the non-residential tenant time to remove its belongings. The judgment itself, however, terminates the leasehold and possessory interest of the tenant. The landlord obtains the (almost) immediate right to remove the tenant from the premises but does not obtain the right to collect cure amounts or future rent from the tenant

39 Why (cont.) A Consent Judgment is materially different because it is an agreement between the landlord and tenant that: 1. allows the tenant to remain in possession of the premises 2. subject to future performance obligations of the tenant (i.e. cure default and, going forward, stay current on payments) 3. landlord is entitled to receive cure payments and payment of future rents.

40 Upon entering a consent judgment, the lease is modified and extended, not terminated. Upon entry of a Judgment of Possession, the lease is terminated. Page 38

41 Therefore... when a tenant remaining in a non-residential premises files for bankruptcy, the tenant becomes entitled to invoke Section 365(a) assume and cure, reject and vacate, or pay post-petition adequate protection while deciding Page 39

42 But, if a debtor-tenant chooses to renew the agreement, the debtor-tenant also has to comply with Section 365(b) of the Bankruptcy Code. KEY: The right to assume applies to the whole agreement including any right to renew. However, the DIP must comply with Section 365(b) which includes curing or providing adequate assurance of future performance

43 NO CHERRY PICKING ALLOWED! An executory contract must be assumed in its entirety; partial assumption is not allowed. But what if the lease (or any other agreement) is part of a larger agreement? Can it be severed? Or are they all "one" agreement for the purposes of Section 365?

44 It may depend on the facts: 1. Where the agreements are entered into simultaneously, or within a short enough period of time to be considered contemporaneous, they are most likely "one" - - What's contemporaneous??? Several courts have found that even up to a month can be close enough! 2. Ask whether the parties intended the agreements to be severable at the inception.

45 Rejection of Leases and Contracts Bankruptcy Code limits a debtor s ability to assume and assign a lease, but a similar restriction is not placed on rejections Debtors will seek to reject a lease as of a date that minimizes its exposure to administrative rent liability under Section 365(d)(3) Most damages claims are treated as general unsecured claims. Page 43

46 Plan Confirmation Page 45

47 Plan basics Exclusivity, 11 U.S.C If exclusivity is not extended, another party may propose a plan Confirmation, 11 U.S.C (a) governs consensual confirmation (b) plan confirmation over creditor s objection Page 46

48 11 U.S.C (a) The court shall confirm a plan only if all of the following requirements are met: (1) The plan complies with the applicable provisions of this title. (2) The proponent of the plan complies with the applicable provisions of this title. (3) The plan has been proposed in good faith and not by any means forbidden by law.... (7) With respect to each impaired class of claims or interests-- (A) each holder of a claim or interest of such class-- (i) has accepted the plan; or (ii) will receive or retain under the plan on account of such claim or interest property of a value, as of the effective date of the plan, that is not less than the amount that such holder would so receive or retain if the debtor were liquidated under chapter 7 of this title on such date; or (B) if section 1111(b)(2) of this title applies to the claims of such class, each holder of a claim of such class will receive or retain under the plan on account of such claim property of a value, as of the effective date of the plan, that is not less than the value of such holder's interest in the estate's interest in the property that secures such claims. (8) With respect to each class of claims or interests-- (A) such class has accepted the plan; or (B) such class is not impaired under the plan. Page 47

49 11 U.S.C continued (9) Except to the extent that the holder of a particular claim has agreed to a different treatment of such claim, the plan provides that-- (A) with respect to a claim of a kind specified in section 507(a)(2) or 507(a)(3) of this title, on the effective date of the plan, the holder of such claim will receive on account of such claim cash equal to the allowed amount of such claim; (B) with respect to a class of claims of a kind specified in section 507(a)(1), 507(a)(4), 507(a)(5), 507(a)(6), or 507(a)(7) of this title, each holder of a claim of such class will receive-- (i) if such class has accepted the plan, deferred cash payments of a value, as of the effective date of the plan, equal to the allowed amount of such claim; or (ii) if such class has not accepted the plan, cash on the effective date of the plan equal to the allowed amount of such claim; (C) with respect to a claim of a kind specified in section 507(a)(8) of this title, the holder of such claim will receive on account of such claim regular installment payments in cash-- (i) of a total value, as of the effective date of the plan, equal to the allowed amount of such claim; (ii) over a period ending not later than 5 years after the date of the order for relief under section 301, 302, or 303; and (iii) in a manner not less favorable than the most favored nonpriority unsecured claim provided for by the plan (other than cash payments made to a class of creditors under section 1122(b)); and (D) with respect to a secured claim which would otherwise meet the description of an unsecured claim of a governmental unit under section 507(a)(8), but for the secured status of that claim, the holder of that claim will receive on account of that claim, cash payments, in the same manner and over the same period, as prescribed in subparagraph (C). Page 48

50 11 U.S.C continued (10) If a class of claims is impaired under the plan, at least one class of claims that is impaired under the plan has accepted the plan, determined without including any acceptance of the plan by any insider. (11) Confirmation of the plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the debtor or any successor to the debtor under the plan, unless such liquidation or reorganization is proposed in the plan. (12) All fees payable under section 1930 of title 28, as determined by the court at the hearing on confirmation of the plan, have been paid or the plan provides for the payment of all such fees on the effective date of the plan.... (16) All transfers of property under the plan shall be made in accordance with any applicable provisions of nonbankruptcy law that govern the transfer of property by a corporation or trust that is not a moneyed, business, or commercial corporation or trust. Page 49

51 10,000 Foot View on Cramdowns (b)(1) Notwithstanding section 510(a) of this title, if all of the applicable requirements of subsection (a) of [11 U.S.C. 1129] other than paragraph (8) are met with respect to a plan, the court, on request of the proponent of the plan, shall confirm the plan notwithstanding the requirements of such paragraph if the plan does not discriminate unfairly, and is fair and equitable, with respect to each class of claims or interests that is impaired under, and has not accepted, the plan....

52 Part 2: Key Areas of Intersection Between Real Estate Law and the Bankruptcy Code Page 51

53 Single Asset Real Estate Cases (SAREs) Page 52

54 Single Asset Real Estate Cases (SAREs) Under the Bankruptcy Code, the term single asset real estate means: real property constituting a single property or project, other than residential real property with fewer than 4 residential units, which generates substantially all of the gross income of a debtor who is not a family farmer and on which no substantial business is being conducted by a debtor other than the business of operating the real property and activities incidental thereto. 11 U.S.C. (51B) Page 53

55 Defining an SARE the debtor must have real property constituting a single property or project (other than residential real property with fewer than 4 residential units); which generates substantially all of the gross income of the debtor; and the debtor must not conduct substantial business other than the business of operating the real property and activities incidental thereto. In re Kara Homes, Inc., 363 B.R. 399, 404 (Bankr. D.N.J. 2007); Compare In re Scotia Pac. Co., 508 F.3d 214, 220 (5th Cir. 2007).

56 In re Kara Homes, Inc., 363 B.R. 399, 404 (Bankr. D.N.J. 2007) On October 5, 2006, Kara Homes, Inc. filed a voluntary chapter 11 petition From October 2006 through February 13, 2007, thirty-two Affiliated Debtors filed their own voluntary chapter 11 petitions. The Affiliated Debtors own separate real estate development projects for the construction of single family homes and condominiums. Kara Homes owned 90% of the Affiliated Debtors. Issue: are the Affiliated Debtors a business (and not solely engaged in operating real property)? Page 55

57 Why does it matter? Debtors who qualify as an SARE are entitled to special treatment and are placed on expedited reorganization track. Specifically: 362(d)(3) provides relief from automatic stay for a secured creditor unless debtor files a confirmable plan of reorganization with certain period (later of 90 days from Petition Date or 30 days from court determines rule applies); or Debtor commences monthly payments to secured creditor

58 Continuing Care Retirement Communities (CCRCs) Page 57

59 What is a CCRC? A facility that provides individuals with living arrangements and related care that range from independent living to skilled nursing assistance May be operated on a month to month basis or buy-in arrangement and entrance fee Providers may be publically traded or privately held Reputation is critical Page 58

60 Key Issues for CCRCs in Bankruptcy If a CCRC is in financial difficulties, what is its obligation to indicate as much to new residents? If a CCRC files for bankruptcy, how will new resident fees and deposits be treated by the bankruptcy estate? Is a resident agreement an executory contract under section 365 of the Bankruptcy Code? In bankruptcy, in addition to typical constituencies such as secured creditors and trade vendors, residents form a new constituency. Consider section 1102 of the Bankruptcy Code and Official Committees. Page 59

61 Additional Considerations If a CCRC is to be sold pursuant to section 363 of the Bankruptcy Code, consider related issues: sale of constituent records (including personally identifiable information)? Can portions of the business be sold while other portions liquidated?

62 Bad Boy Guarantees Page 61

63 A few thoughts - Issue is likely to be decided by non-bankruptcy courts (especially since Stern v. Marshall, 180 L.Ed. 2d 475 (2011)) Leading bankruptcy case: Bank of America, N.A. v. Lightstone Holdings (In re Extended Stay Inc.), 418 B.R. 49 (Bankr. S.D.N.Y. 2009) Bankruptcy court held that it did not have subject matter jurisdiction over lender s action to enforce non-recourse carve-out guaranty agreements made in connection with a mortgage loan secured by hotels owned by chapter 11 debtors

64 Practical Advice Tips from the Ranks Page 63

65 Impressions of Title 11 by a Real Estate Lawyer Discovery will look different. It can be informal or formal. Timeframes for production will vary Depositions will likely be scheduled fast Substantive Experts pull them in early Asset valuation Industry-specific guidance How do we get paid? If your fees are being paid by an estate, be aware of rules and processes for submitting fee applications Page 64

66 Tips What is your client s end game? What does the debtor need/want? Sometimes it is cheaper to get out and be done. Preserve your claims. Be aware of any bar-dates the court may set for filing a proof of claim, including rejection damages claims.

67 Tips Monitor Docket and Dates. A strict timeline exists in which a debtor must reject, assume or assign an unexpired lease. Be aware of timeline differences based on the property involved. Watch for sale motions, disclosure statement hearings, confirmation hearings, plan voting deadlines, deadlines to object to cure amounts. Bankruptcy moves FAST! Consult an expert. If in doubt, contact an experienced bankruptcy attorney to determine what rights you have and whether or not these rights are worth pursuing.

68 Putting it all together... War Stories

69 Questions? Page 68

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72 Contact Information Karina Copyright 2011, KARINA PIA LUCID ESQ.,LLC. All rights reserved. Nothing contained on Pia this website constitutes legal advice, and the use of this website does not create an Lucid, attorney client relationship. To obtain legal advice, please contact our office and schedule Esq. an in person consultation as each individual's circumstances vary and MUST be taken into consideration Valley Road, Suite 2A PO Box 230 Liberty Corner, New Jersey Tel: (908) Fax: (908) click on the hyperlink below for easy s!

73 Lawyer Karina Lucid Top Attorney Bankruptcy Directions Office Downloads Consultation Agreemenrt Practice: Karina Lucid is a Bankruptcy Attorney, Professional Mediator, and Bankruptcy Consultant in Collaborative Law cases. Ms. Lucid s bankruptcy practice focuses on individual and corporate chapter 7 cases, individual and small, or closely-held, corporate chapter 11 cases, and chapter 13 bankruptcy cases. Karina Lucid also has extensive experience with out-of-court work-outs, as well as secured and unsecured creditor representations. Bar Admissions: Karina Lucid has been an attorney licensed to practice in the state and federal courts of New Jersey since Ms. Lucid has also been licensed to practice in the District of Columbia since Experience: Karina Lucid has hands-on experience and expertise as a bankruptcy litigator. Prior to opening her own law firm, Karina Lucid held positions in some of New Jersey s most prestigious law firms, Lowenstein Sandler P.C., and Norris McLaughlin and Marcus, P.A, where she was a member of the firms Bankruptcy and Litigation teams and focused her practice on large corporate Bankruptcy and Creditors' Rights cases, as well as representing individuals in both consumer and corporate bankruptcy cases. As a bankruptcy litigator Ms. Lucid assisted her client s in large and small cases and used her negotiation skills to resolve disputes related to financial, legal and other business matters, including, among many other things, asset distribution, contract interpretation and enforcement, shareholder actions, fraudulent transfers, in an efficient and cost effective manner whenever possible. Since opening her own practice, in April 2011, Ms. Lucid has successfully mediated employment, contract and landlord/tenant disputes. Ms. Lucid has recently been appointed to the Roster of Professional Mediators for the Superior Court of New Jersey, Special Civil Part. Ms. Lucid also serves as a volunteer mediator for the Superior Court of New Jersey, Small Claims Division, in Middlesex, Somerset, Hunterdon and Warren Counties. Ms. Lucid is proud to be an active member of both the New Jersey Bankruptcy Inn of Court and the New Jersey Collaborative Law Group. From 1987 through 1999, Ms. Lucid owned and operated Fancy Flowers by Karina, Inc., a retail floral business in Englishtown, New Jersey. Ms. Lucid also served on Englishtown s Planning and Zoning Board, as well as the town s Beautification Committee and the Englishtown Businessmen s Association.

74 From , Karina Lucid served as a judicial law clerk to the Honorable Barbara Byrd Wecker of the New Jersey Superior Court, Appellate Division, as well as to the Honorable Rosemary Gambardella, United States Bankruptcy Court, District of New Jersey. During 2008, Ms. Lucid served as an Adjunct Professor of Appellate Advocacy at Seton Hall University School of Law. Education: Ms. Lucid received her certification as a professional mediator from the New Jersey Association of Professional Mediators after completing an intensive 28 hour in-class training which included practical exercises and role-plays, in addition to various study materials, covering the theory, processes, stages, styles, techniques, and ethical requirements governing mediation. Ms. Lucid received her law degree from Seton Hall University School of Law in Newark, New Jersey in Ms. Lucid graduated in the top 20% of her law school class and received honors for her outstanding contributions to the Appellate Advocacy and Moot Court programs. Ms. Lucid received her Bachelor of Arts magna cum laude, from Georgian Court University in Ms. Lucid was on Georgian Court s Dean s Scholars list in 1993, 1994, 1995 and Ms. Lucid was also the recipient of the prestigious First Award in her graduating class of English majors at Georgian Court.

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