from the Stark County Court of Common Pleas, Case No. 2012 CV
Intervenor-Appellant ROBERT B. PRESTON III WHITNEY L. WILLITS
Appellees James S. Giannneli and Staci Jo Woolf JAMES T.
Plaintiff JAMES L. ALLEN SCOTT LESSER Miller Canfield Paddock
and Stone, P.L.C.
Receiver The Hayman Company, LLC ROBERT STEFANCIN Witmer
& Ehrman, LLC
JUDGES: Hon. William B. Hoffman, P.J. Hon. Craig R. Baldwin,
J. Hon. Earle E. Wise, J.
Appellant Waynesburg Holdings, LLC appeals from the January
2, 2019 and January 18, 2019 Judgment Entries of the Stark
County Court of Common Pleas.
OF THE FACTS AND CASE
On April 24, 2012, appellee Wells Fargo Bank, N.A. filed a
complaint seeking foreclosure of its leasehold mortgage on
commercial property. The property was a retail strip mall.
Appellee, in its complaint requested judgment against
Waynesburg Centre, Ltd. and its owner, Galen Oakes, on his
personal guarantee. In addition, appellee, as the first lien
holder on the 99 year ground lease at issue, sought
foreclosure of the same. On April 24, 2012, appellee also
filed a motion for the appointment of a receiver pursuant to
the authority granted in the mortgage. An Order appointing
The Hayman Company of Ohio as the receiver was filed on April
30, 2012. However, after Waynesburg Centre, Ltd. filed a
motion seeking a stay of the appointment of a receiver, the
appointment was stayed and a hearing was scheduled for June
Waynesburg Centre, Ltd. filed an answer to the complaint on
May 21, 2012 and Galen Oakes filed an answer on May 21, 2012.
As memorialized in an Order filed on June 18, 2012, the trial
court vacated the stay and ordered that the receivership be
effective as of June 19, 2012.
Appellee filed a Motion for Summary Judgment. Galen Oakes
filed a response to the Motion for Summary Judgment on
September 4, 2012. Galen Oakes was dismissed from the action
on July 18, 2013 pursuant to a Dismissal Entry. An Agreed
Judgment Entry and Decree of Foreclosure was filed on the
same date, granting judgment to appellee against Waynesburg
Centre, Ltd. On January 20, 2017, a joint motion was filed to
amend the order appointing the receiver and extend the
existing receivership over certain adjacent additional
property. The motion was granted pursuant to an Order filed
on February 6, 2017. The February 6, 2017 Order was vacated
on February 13, 2017.
On October 18, 2017, the Receiver moved the trial court for
authority to sell the receivership property by public auction
free and clear of all claims, liens, encumbrances and other
interests and also to approve procedures for such sale,
schedule an auction, set bid deadlines and establish notice
procedures An Order approving auction sale procedures and
establishing notice procedures was filed on November 2, 2017.
The Order provided the Receiver with authority to sell the
property at auction without the need for approval from the
The auction was conducted by Zeta Bid and Resolve Commercial,
LLC was the successful bidder. On May 23, 2018, the Receiver
filed a motion for an order confirming the sale of the
receivership property to Resolve Commercial, LLC for $200,
000.00 and the motion was granted on June 7, 2018. However,
after Resolve Commercial, LLC did not close the sale, the
Receiver, on August 27, 2018, filed a motion to hold Resolve
Commercial, LLC in contempt.
The Receiver, as approved by the trial court, notified other
bidders from the auction that the Receivership Property was
still for sale.
On November 1, 2018, counsel for the ground lessors, who were
Staci Jo Wolf and James Gianelli, filed a motion for an oral
hearing to consider offers to purchase the receivership
property and the interest of the ground lessors. A hearing
was scheduled for December 19, 2018. Thereafter, on November
13, 2018, the Receiver filed a motion for an order approving
the sale of the receivership property to appellant Waynesburg
Holdings, LLC, the "bidder with the highest and best
offer on the resale of the Receivership Property." The
Receiver, in such motion, stated, in relevant part, as
"As an initial offer, the Purchaser proposed to pay the
receivership estate $200, 000 as consideration for the
purchase of the Receivership Property, subject to due
diligence. After due diligence was performed, the Purchaser
lowered its bid to $50, 000 based upon the condition of the
property and other considerations. Based upon the
Purchaser's due diligence and in consideration of the
factors presented by the ...