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Case 8:20-ap-00527-RCT Doc1 Filed 10/01/20 Page 1of17
UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
www.fim| scourts.g0"
In re:
Case No. 8:18-bk-08436-RCT
STAY IN MY HOME, P.A.
fka STOPA LAW FIRM, P.A. Chapter 7
Debtor.
STEPHEN L. MEININGER, as Chapter 7 Trustee
19- ¥5S6CL
of the bankruptcy estate of STAY IN MY
HOME, P.A. fka STOPA LAW FIRM, P.A. Adv. Pro. No se
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COMPLAINT.
STEPHEN L. MEININGER (the “Trustee”), as Chapter 7 Trustee of the bankruptcy estate
of STAY IN MY HOME, P.A. fka STOPA LAW FIRM, P.A. (the “Debtor” or “Firm”), files this
Complaint against MARK P. STOPA (the “Defendant” or “Stopa”), and alleges:
THE PARTIES, JURISDICTION, AND VENUE
1 The Trustee is the Chapter 7 Trustee of the Debtor’s bankruptcy estate.
2. Defendant is an individual residing in Pinellas County, Florida and is sui juris.
3 This Court has subject matter jurisdiction over this action under 28 U.S.C. §§
157(a) and 1334(b).
4. This is a core proceeding under 28 U.S.C. §§ 157(b)(2)(A), (H), and (O)
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5 Venue is proper in this Court under 28 U.S.C. §§ 1408 and 1409.
GENERAL ALLEGATIONS
6. On October 2, 2018 (the “Petition Date”), the Debtor filed a voluntary petition for
relief under Chapter 7 of the Bankruptcy Code with the Clerk of the Court.
7 Upon his appointment, the Trustee investigated the affairs of the Debtor and learned
the following facts, which are alleged upon the Trustee’s belief based upon the information learned
in his investigation.
8 The Debtor was a law firm specializing in residential mortgage foreclosure defense
and related appellate work.
9 On the Petition Date, the Debtor’s president, sole director, and sole shareholder was
Richard Mockler, Esq. (“Mockler”).
10. Stopa was the president, sole director, and sole shareholder of the Debtor from its
inception until the sale of his interest to Mockler.
11. In September 2016, The Florida Bar initiated disciplinary proceedings against
Stopa for alleged violations of the Rules Regulating The Florida Bar, which proceedings were
consolidated in the matter captioned The Florida Bar v. Stopa, SC16-1727; SC17-1428.
12. On or about May 25, 2018, the Referee in the disciplinary proceeding issued her
Report recommending, inter alia, that Stopa be suspended from the practice of law for one year.
13. On or about June 1, 2018, in anticipation of Stopa’s possible suspension, Stopa and
Mockler entered into a stock purchase agreement in which Stopa transferred 50 shares of stock in
the Firm to Mockler, who thereupon became a 50 percent owner and partner in the Firm.
14, After executing the stock purchase agreement, Stopa took affirmative steps to
conceal the Firm’s financial books and records from Mockler. This included instructing members
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of the Firm’s staff to give Mockler the “run-around” concerning the status and location of such
records if Mockler asked about them.
15. During the times material to this action, the Firm maintained an operating account
at Wells Fargo Bank, N.A., account IE (the “Operating Account”).
16. While Stopa was on notice of his potential suspension from the practice of law
starting in September 2016, he made large disbursements of funds from the Operating Account to
his own bank account, to pay personal expenses charged to an American Express card, and to third
parties for Stopa’s benefit (collectively, the “Transfers”). The Transfers are itemized on Exhibit 1
to this Complaint.
17. Stopa transferred over $341,000 from the Operating Account to himself or to third
parties for his benefit through Transfers made after Mockler became a 50 percent owner and
partner in the Firm. Specifically:
@ On or about June 13, 2018, $120,000 was transferred from the Operating
Account to Inland Assets, LLC, which upon information and belief is a
company owned and controlled by Stopa;
(>) On or about June 20, 2018, $39,598.11 was transferred from the Operating
Account to pay personal charges on an American Express card;
©) On or about July 3, 2018, $100,000 was transferred from the Operating
Account to Stopa’s personal checking account [i
@ On or about July 19, 2018, $41,673.24 was transferred from the Operating
Account to pay personal charges on an American Express card; and
© On or about July 25, 2018, $40,000 was transferred from the Operating
Account to Stopa’s personal checking account Ill
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18. Stopa concealed these Transfers from Mockler anid instructed the Firm’s staff with
knowledge of the Firm’s financial records to conceal them from Mockler.
19. On or about July 25, 2018, The Florida Bar filed a Petition for Emergency
Suspension in the Florida Supreme Court, seeking Stopa’s suspension from the practice of law on
an emergency basis.
20. The Florida Bar alleged that Stopa had purchased a client’s home through a
corporate entity that Stopa owned and controlled under the guise that the purchaser was an
investor; failed to disclose to the client Stopa’s interest in the purchaser and otherwise failed to
comply with the ethical rules applicable to such a transaction; and then caused the Firm to continue
to defend the foreclosure case on behalf of the Stopa-owned entity while allowing a default to be
entered against the client.
21. The Florida Bar also alleged that Stopa had settled a case for cash in exchange for
a consent judgment of foreclosure against a client’s instructions and without the client’s
knowledge, and then kept the settlement proceeds instead of remitting them to the client.
22. On July 27, 2018, the Florida Supreme Court suspended Stopa from the practice of
law on an emergency basis.
23. Following Stopa’s emergency suspension, on July 27, 2018, Stopa and Mockler
entered into that certain Supplemental Stock Purchase Agreement. Under the Supplemental Stock
Purchase Agreement, Stopa agreed to transfer his remaining 50 shares of stock in the Debtor to
Mockler in exchange for the Debtor tendering a promissory note in the amount of $750,000 (the
“Note”). Mockler agreed to be a guarantor on the Note. Stopa executed the Supplemental Stock
Purchase Agreement on behalf of the Debtor.
24, The Debtor received no consideration in connection with the Supplemental Stock
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Purchase Agreement.
25. After assuming control of the Firm subsequent to executing the Supplemental Stock
Stock Purchase Agreement, Mockler learned for the first time that the Firm had insufficient funds
to make payroll or to pay other ordinary course obligations. Mockler would later learn that this
was a result of the Transfers.
26. On or about August 21, 2018, the Florida Department of Law Enforcement
(“FDLE”) raided the Firm’s offices and took the Firm’s computers, files, and other records as part
of an investigation into suspected criminal activity that Stopa had engaged in through the Firm,
including, upon information and belief, the conduct alleged in the Petition for Emergency
Suspension.
27. Shortly after the FDLE raid, staff members of the Firm - with knowledge of the
Transfers, the Firm’s financial books and records, and Stopa’s conduct - informed Mockler for the
first time of facts consistent with the allegations in the Petition for Emergency Suspension, and of
other information concerning the financial and operational status of the Firm.
28. More specifically, Mockler learned that Stopa had used corporate entities that he
controlled to purchase deeds from the Firm’s clients and caused the Firm, including (unwittingly)
Mockler, to represent Stopa-controlled entities in defending foreclosure cases in which the entities
had acquired deeds through improper attorney-client transactions. Mockler also learned for the
first time of the existence of an anonymous “dossier” on Stopa that discusses in detail specific
instances of the foregoing conduct, with supporting documentation. In connection with the
discussions and negotiations between Stopa and Mockler that resulted in the first stock purchase
agreement and Supplemental Stock Purchase Agreement, Stopa failed to inform Mockler of the
existence of the dossier, failed to inform him that the Firm was counsel of record for multiple
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Stopa-controlled entities that had improperly purchased deeds from individual clients, and had
misrepresented that the allegations against Stopa were an overblown “witch hunt” stemming from
an isolated incident involving a single client.
29. Mockler also learned for the first time that, consistent with the allegations in the
Petition for Emergency Suspension, Stopa had settled cases without client and consent. Mockler
further learned that Stopa had deposited such settlement proceeds into the Operating Account,
rather than the Firm’s trust account, exposing the Firm to liability to clients who later demanded
payment of their settlement proceeds. One such claim is reflected in Claim No. 67 on the Court’s
claim register for this case.
30. Mockler also learned that shortly before and after Mockler became a 50 percent
owner of the Firm, Stopa caused the Firm to fail to pay its ordinary course obligations as they
became due, such as court reporter invoices and rent for the Firm’s office space. Mockler also
learned that Stopa had instructed the Firm’s staff to conceal these facts from Mockler.
31. Mockler also learned that shortly before and after Mockler became a 50 percent
owner of the Firm, Stopa had caused the Firm to make substantial disbursements from the
Operating Account through the Transfers. Mockler also learned that Stopa had instructed the
Firm’s staff to conceal these facts from Mockler. Upon learning this information, Mockler
demanded that Stopa return such Transfers to the Firm. Stopa refused.
32. Mockler also learned that shortly before and after Mockler became a 50 percent
owner of the Firm, Stopa had caused the Firm to fail to remit the payments for the health insurance
policy maintained for the Firm’s employees, despite withholding funds from the. employees’
payroll for such payments. This exposed the Firm to claims by employees who continued to obtain
medical care under the belief that their insurance was in place. One such claim is reflected in Claim
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No. 66 on the Court’s claim register for this case. Mockler also learned that Stopa had instructed
the Firm’s staff to conceal from Mockler Stopa’s failure to remit the insurance payments.
33. Mockler also, learned that at Stopa’s direction, the Firm had failed to secure
malpractice insurance or worker’s compensation insurance.
34, Mockler also learned after entering into the initial stock purchase agreement and
Supplement Stock Purchase Agreement that under Stopa’s direction and control, the Firm had
failed to keep accurate books and records. The Firm kept no accurate records of when clients paid
renewal fees (annual fees paid the Firm’s clients to secure the Firm’s services on an annual basis),
no client lists, and, with some exceptions, failed to maintain contemporaneous records of attorney
and paraprofessional time. The abysmal state of the Firm’s financial and operational books and
records was concealed from Mockler at Stopa’s direction.
35. Subsequently, Stopa demanded that Mockler cause the Firm to tender the Note
contemplated by the Supplemental Stock Purchase Agreement. Mockler refused. The Debtor never
tendered or otherwise delivered the Note to Stopa despite Stopa’s demand.
36. On January 3, 2019, Stopa filed his Proof of Claim 61-1 in the amount of $750,000
(the “Claim”). The Claim is based on the Purchase Agreement.
37. On September 29, 2019, the Florida Supreme Court permanently disbarred Stopa.
38. All conditions precedent to the commencement of this action have been performed,
waived, satisfied or have otherwise occurred.
COUNTI
For Declaratory Judgment that the
Purchase Agreement is Unenforceable
39. The Trustee repeats and re-alleges each and every allegation set forth in Paragraphs
1 through 38 of the Complaint as though fully set forth herein.
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40. This is an action for declaratory relief under 28 U.S.C. § 2201, et seq., and Federal
Rule of Bankruptcy Procedure 7001, seeking a determination that any purported obligations of the
Debtor under the Supplemental Stock Purchase Agreement or Note which form the basis of the
Claim are unenforceable against the Debtor.
41. The Supplemental Stock Purchase Agreement provided no consideration to the
Debtor and is therefore unenforceable due to a complete failure of consideration.
42. Additionally and in the alternative, the Supplemental Stock Purchase Agreement is
unenforceable because it arose from a conflict of interest transaction that was not fair and
reasonable to the Debtor.
43. Additionally and in the alternative, the Supplemental Stock Purchase Agreement is
unenforceable against the Debtor because it was procured through fraud.
44. Additionally and in the alternative, any obligations arising from the purported Note
are unenforceable because the Note was never executed, tendered or otherwise delivered to Stopa.
45. The Trustee seeks a declaratory judgment that any purported obligations of the
Debtor arising from the Purchase Agreement and/or purported Note are unenforceable against the
Debtor.
46. As a result of the Claim, there is a bona fide, actual, present, and practical need for
this declaratory judgment. The estate will suffer irreparable harm unless this Court provides the
declaratory judgment requested herein.
WHEREFORE, the Trustee demands a declaratory judgment, adjudging that: (i) any
purported obligations imposed upon the Debtor under the Purchase Agreement or the purported
Note are unenforceable against the Debtor; and (ii) awarding such relief as the Court deems just.
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COUNT IT
Objection to Claim
Under 11 U.S.C. § 502(b)(1)
47. The Trustee repeats and re-alleges each'and every allegation set forth in paragraphs
1 through 38 of the Complaint as though fully set forth herein.
48. The Claim is based upon obligations that may be non-existent, unenforceable, or
reduced based the Declaratory Judgment requested in Count I.
49. The Claim is based upon a Note that the Debtor never executed or delivered.
50. The Claim does not attach a copy of the Purchase Agreement, the purported Note,
or any other documentation evidencing the validity of the Claim or to substantiate the amount due
on account of the Claim.
WHEREFORE, the Trustee demands judgment against MARK P. STOPA as follows: (i)
sustaining this Objection to the Claim, (ii) disallowing the Claim entirely or in part, and (iii) for
such other and further relief as the Court deems appropriate.
COUNT II
Subordination of Claim
Under 11 U.S.C. § 510(b)
Sl. The Trustee repeats and re-alleges each and every allegation set forth in paragraphs
1 through 38 of the Complaint as though fully set forth herein.
52. The Claim arises from the Supplemental Stock Purchase Agreement, in which
Stopa agreed to sell his shares of stock in the Debtor to Mockler.
53. 11 U.S.C. § 510(b) states:
For the purpose of distribution under this title, a claim arising from rescission of a
purchase or sale of a security of the debtor or of-an affiliate of the debtor, for
damages arising from the purchase or sale of such a security, or for reimbursement
or contribution allowed under section 502 on account of such a claim, shall be
subordinated to all claims or interests that are senior to or equal the claim or interest
represented by such security, except that if such security is common stock, such
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claim has the same priority as common stock.
54, The Claim is a claim for damages arising from the sale of a security of the Debtor.
55. The Claim must be subordinated to all claims that are senior to claims of holders of
common stock of the Debtor, including all general unsecured claims.
WHEREFORE, the Trustee demands judgment against MARK P. STOPA as follows: (i)
subordinating the Claim to all general unsecured claims and all other senior claims or interests in
accordance with 11 U.S.C. § 510(b), and (ii) for such other relief as the Court deems appropriate.
COUNT IV
Breach of Fiduciary Duty
56. The Trustee repeats and re-alleges each and every allegation set forth in paragraphs
1 through 38 of the Complaint as though fully set forth herein.
57. This is an action for breach of fiduciary duty against Defendant.
58. At all material times, Defendant was an officer and director of the Debtor and, as
such, owed it a fiduciary duty to discharge his duties in good faith, with the care that an ordinarily
prudent officer, or director, in a like position, would exercise, and in a manner reasonably believed
to be in the Debtor’s best financial interests.
59. While he was an officer and director of the Debtor, Defendant engaged in conduct
that violated the Rules Regulating The Florida Bar, including the conduct alleged hereinabove.
60. Defendant’s conduct, including his violations of the Rules Regulating The Florida
Bar, while acting as an officer and director of the Debtor, caused substantial financial harm to the
Debtor and ultimately and proximately lead to the Debtor’s bankruptcy.
61. On the eve of his emergency suspension from the practice of law, and the eve of
his transfer of 100% of the Firm to Mockler, the Defendant made Transfers from the Debtor’s
Operating Account that left the Firm undercapitalized and unable to pay its ordinary course
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obligations or otherwise fund its operations, such as payroll.
62. Defendant concealed material facts concerning the Firm’s operations and financial
affairs from the Firm’ s 50 percent owner, Mockler, depriving Mockler of the opportunity to rectify
Defendant’s misdeeds, which operated to the detriment of the Firm.
63. Defendant breached his fiduciary duty owed to the Debtor by exhibiting a willful,
fraudulent, reckless and/or negligent disregard for the best interests of the Debtor, by engaging in
the above described fraudulent activity, with no legitimate, or justifiable, business purpose.
64. Defendant’s breach of fiduciary duty owed to the Debtor actually, and proximately,
caused financial injury to the Debtor.
WHEREFORE, the Trustee demands judgment against MARK P. STOPA for: (i) actual
compensatory, consequential, incidental, special and exemplary/punitive damages in an amount to
be proven; (ii) such civil penalties as allowed by law; (iii) pre-judgment and post-judgment interest
as allowed by law; and (iv) such other and further legal and equitable relief as the Court deems
just and proper.
COUNT V
Avoidance and Recovery of Fraudulent Transfer
Under 11 U.S.C. §§ 548(a)(1)(A) and 550(a)
65. The Trustee repeats and re-alleges each and every allegation set forth in paragraphs
1 through 38 of the Complaint as though fully set forth herein.
66. In the two years prior to the Petition Date, the Debtor made the Transfers totaling
$1,169,426.36 as reflected in more detail on Exhibit 1.
67. The Transfers exhibit “badges” of avoidable transfers, including without limitation:
(@® certain Transfers were made shortly before the Debtor filed its bankruptcy case; (ii) the Debtor
was insolvent at the time of the Transfers, or became insolvent or undercapitalized as a result of
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the Transfers; (iii) the Transfers were made at a time when the Debtor was failing to pay its
obligations in the ordinary course; (iv) the Debtor made the Transfer to or for the benefit of an
insider, namely, Stopa; (iv) the Transfers were concealed; and (v) the Transfers were made at a
time when Stopa had engaged in conduct that violated the Rule Regulating The Florida Bar and
which potentially constitutes criminal conduct, and legal action resulting from that conduct was
imminent or already underway.
68. The Trustee is entitled to avoid the Transfers and recover the Transfers, or an
amount equal to said transfers, from Stopa as initial transferee or the person for whose benefit the
Stopa Transfers were made under 11 U.S.C. §§ 548(a)(1)(A) and 550(a)(1).
69. Alternatively, the Trustee is entitled to avoid the Transfers and recover the
Transfers, or an amount equal to said transfers, from Stopa as immediate or mediate transferee
under 11 U.S.C. §§ 548(a)(1)(A) and 550(a)(2).
WHEREFORE, the Trustee demands judgment against MARK P. STOPA as follows: (i)
avoiding the Transfers; (ii) preserving and recovering the Transfers, or the value of said transfers,
for the benefit of the bankruptcy estate; (iii) entering judgment against Mark P. Stopa, in an amount
equal to the value of the Transfers; and (iv) for such other and further relief as the Court deems
appropriate.
COUNT VI
Avoidance and Recovery of Fraudulent Transfer
Under 11 U.S.C. §§ 548(a)(1)(B) and 550(a)
70. The Trustee repeats and re-alleges each and every allegation set forth in paragraphs
1 through 38 of the Complaint as though fully set forth herein.
71. In the two years prior to the Petition Date, the Debtor made the Transfers
totaling $1,169,426.36 to Stopa as reflected in more detail on Exhibit 1, and received less than
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reasonably equivalent value in exchange therefore.
72, At the time of the Transfers, the Debtor:
(a) was insolvent, or became insolvent as a result of the Transfers;
(b) was engaged or was about to be engaged in a business or transaction for which
its remaining property was unreasonably small capital;
(c) intended to incur, or believed that it would incur, debts beyond its ability to pay
as such debts matured; or
@ made such transfer to or for the benefit of an insider, or incurred such obligation
to or for the benefit of an insider, under an employment contract and not in the
ordinary course of business.
73. The Trustee is entitled to avoid the Transfers and recover the Transfers, or an
amount equal to the Transfer, from Stopa as initial transfere or the person for whose benefit the
Transfers were made under 11 U.S.C. §§ 548(a)(1)(B) and 550(a)(1).
74. Alternatively, the Trustee is entitled to avoid the Transfers and recover the
Transfers, or an amount equal to the Transfers, from Stopa as an immediate or mediate transferee
under 11 U.S.C. §§ 548(a)(1)(B) and 550(a)(2).
WHEREFORE, the Trustee demands judgment against MARK P. STOPA as follows: (i)
avoiding the Transfers; (ii) preserving and recovering the Transfers, or the value of said transfers,
for the benefit of the bankruptcy estate; (iii) entering judgment against Mark P. Stopa in an amount
equal to the value of the Transfers; and (iv) for such other and further relief as the Court deems
appropriate.
COUNT VIL
Avoidance and Recovery of Fraudulent Transfer
Under 11 U.S.C. 544(b), 550(a) and Florida Statute 726.105(1)(a) and 726.108
75. The Trustee repeats and re-alleges each and every allegation set forth in paragraphs
1 through 38 of Complaint as though fully set forth herein.
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76. Inthe four years prior to the Petition Date, the Debtor made Transfers totaling
$1,169,426.36 to Stopa as reflected in more detail on Exhibit 1, with actual intent to hinder or
delay the Debtor’s creditors.
77. As reflected on the Court’s claim register and the Debtor’s schedules, there is at
least one creditor with an unsecured claim allowable under 11 U.S.C. § 502 who could avoid the
Transfers under applicable law.
78. The Trustee is entitled to avoid the Transfers and recover the Transfers, or an
amount equal to said Transfers, from Stopa under 11 U.S.C. §§ 544(b) and 550(a)(1) and Section
726.105(1)(a), Florida Statutes, and the applicable provisions of Chapter 726, Florida Statutes.
79. Alternatively, the Trustee is entitled to avoid the ‘Transfers and recover the
Transfers, or an amount equal to the Transfers, from Stopa as immediate or mediate transferee
under 11 U.S.C. §§ 544(b) and 550(a)(2) and Section 726.105( De). Florida Statutes and the other
applicable provisions of Chapter 726, Florida Statutes.
WHEREFORE, the Trustee demands judgment against MARK P. STOPA as follows: (i)
avoiding the Transfers; (ii) preserving and recovering the Transfers, or the value of the Transfers,
for the benefit of the bankruptcy estate; (iii) entering judgment against Mark P. Stopa in an amount
equal to the value of the Transfers; and (iv) for such other relief as the Court deems appropriate.
COUNT VIII
Avoidance and Recovery of Fraudulent Transfer
Under 11 U.S.C. §§ 544(b), 550(a) and Florida Statute §§ 726.105(1)(b) and 726.108
.
80. The Trustee repeats and re-alleges each and every allegation set forth in paragraphs
1 through 38 as though fully set forth herein.
81. In the four years prior to the Petition Date, the Debtor made Transfers totaling
$1,169,426.36 to Stopa as reflected in more detail on Exhibit 1, and received less than reasonably
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equivalent value in exchange.
82. At the time of the Transfers, the Debtor:
(a) was engaged or was about to be engaged in a business or transaction for which
its remaining assets were unreasonably small in relation to the business or
transaction; or
(b) intended to incur, or believed or reasonably should have believed that it would
incur, debts beyond its ability to pay as they became due.
83. _The Trustee is entitled to avoid the Transfers and recover the Transfers, or an
amount equal to said Transfers, from Stopa as initial transferee or the person for whose benefit the
Transfers were made under 11 U.S.C. §§ 544(b) and 550(a)(1) and Section 726.105(1)(b) and the
other applicable provisions of Chapter 726, Florida Statutes.
84. Alternatively, the Trustee is entitled to avoid the Transfers and recover the
Transfers, or an amount equal to said transfer, from Stopa as immediate or mediate transferee
under 11 U.S.C. §§ 544(b) and 550(a)(2) and Section 726.105(1)(b) and the other applicable
provisions of Chapter 726 of the Florida Statutes.
WHEREFORE, the Trustee demands judgment against MARK P. STOPA as follows: (i)
avoiding the Transfers; (ii) preserving and recovering the Transfers, or the value of the said
transfer, for the benefit of the bankruptcy estate; (iii) entering judgment against Mark P. Stopa in
an amount equal to the value of the Transfers; and (iv) for such other and further relief as the Court
deems appropriate.
COUNT Ix
Avoidance and Recovery of Fraudulent Transfers
Under 11 U.S.C. §§ 544(b), 550(a) and Florida Statute §§ 726.106(1) and 726.108
85. The Trustee repeats and re-alleges each and every allegation set forth in paragraphs
1 through
38 of the Complaint as though fully set forth herein.
86. Inthe four years prior to the Petition Date, the Debtor made Transfers totaling
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$1,169,426.36 to Stopa as reflected in more detail on Exhibit 1, and received less than reasonably
equivalent value in exchange.
87. At the time of the Transfers, the Debtor was insolvent, or became insolvent as a
result of the Transfers.
88. The Trustee is entitled to avoid the Transfers and recover the Transfers, or an
amount equal to said Transfers, from Stopa as initial transferee or the person for whose benefit the
Transfers were made under 11 U.S.C. §§ 544(b) and 550(a)(1), and Sections 726.106(1) and the
other applicable provisions of Chapter 726 of the Florida Statutes.
89. Alternatively, the Trustee is entitled to avoid the Transfers and recover the
Transfers, or an amount equal to said Transfers, from Stopa as immediate or mediate transferee
under 11 U.S.C. §§ 544(b) and 550(a)(2) and Section 726.106(1) and the other applicable
provisions of Chapter 726 of the Florida Statutes.
WHEREFORE, the Trustee demands judgment against MARK P. STOPA as follows: (i)
avoiding the Transfers; (ii) preserving and recovering the Transfers, or the value of the transfer,
for the benefit of the bankruptcy estate; (iii) entering judgment against Mark P. Stopa in an amount
equal to the value of the Transfers received; and (iv) for such other and further relief as the Court
deems appropriate.
D. RESERVATION OF RIGHTS
The Trustee reserves the right to amend this Complaint, upon completion of his
investigation and discovery, to assert any additional claims for relief against the Defendant as may
be warranted under the circumstances allowed by law.
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DATED: October 1, 2020.
Respectfully submitted,
GENOVESE JOBLOVE & BATTISTA, P.A.
General Counsel to the Chapter 7 Trustee
100 N. Tampa Street, Suite 2600
Tampa, Florida 33602
Phone: (813) 439.3100
Fax: (813) 439.3110
By: _/s/ Michael A. Friedman
Michael A. Friedman, Esq.
Florida Bar No.7 1828
Email: mired
mfriedman ib-law.com
Q-laWCc
Lisa M. Castellano, Esq.
Florida Bar No. 748477
Email astellano
ano com
Eric D. s, Esq.
Florida Bar No. 85992
E-Mail: ejacobs@gijb-law.com
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EXHIBIT 1
A wl A £ = =o a iB
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2 2g ‘Ee 2 2 2
3
MARK P STOPA v MFI MIAMI
HOLDINGS LLC
Pinellas Case No. 19-008558-CI
Please take judicial notice of the attached public record fraud
complaint filed by Federal Chapter 7 Trustee Stephen L.
Meininger in the Middle District of Florida Case No. 8:18-bk-
08436-RCT / Adversarial Proceeding Case No. 8:20-ap-
00527-RCT which, after diligent investigation, has discovered
extensive fraud, negligent misrepresentation, deceptive and
unfair trade practices and breach of fiduciary duty by Mark
Stopa. The Federal lawsuit is seeking to recover
$1,169,426.36 in fraudulent transfers embezzled by Mark
Stopa from his own floundering Stopa Law Firm PA which
Mark Stopa transferred to his personal checking account
before the fraudulently induced sale of his law firm to
Attorney Richard Mockler for $750,000.
As detailed by the Trustee in (34) in the complaint:
“.,.under Stopa’s direction and control, the Firm had failed to
keep accurate books and records. The Firm kept no accurate
records of when clients paid renewal fees, no client lists, and, with
some exceptions, failed to maintain contemporaneous records of
attorney and paraprofessional time. The abysmal state of the
Firm’s financial and operational books and records was concealed
from Mockler at Stopa’s direction.”
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Case 8:20-ap-00527-RCT Doc1 Filed 10/01/20 Page 1of17 UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF FLORIDA TAMPA DIVISION www.fim| scourts.g0" In re: Case No. 8:18-bk-08436-RCT STAY IN MY HOME, P.A. fka STOPA LAW FIRM, P.A. Chapter 7 Debtor. STEPHEN L. MEININGER, as Chapter 7 Trustee 19- ¥5S6CL of the bankruptcy estate of STAY IN MY HOME, P.A. fka STOPA LAW FIRM, P.A. Adv. Pro. No se oO Plaintiff, ay NN e oO Vv ZI oO = can a= MARK P. STOPA. oo 7 om Defendant. / Oss COMPLAINT. STEPHEN L. MEININGER (the “Trustee”), as Chapter 7 Trustee of the bankruptcy estate of STAY IN MY HOME, P.A. fka STOPA LAW FIRM, P.A. (the “Debtor” or “Firm”), files this Complaint against MARK P. STOPA (the “Defendant” or “Stopa”), and alleges: THE PARTIES, JURISDICTION, AND VENUE 1 The Trustee is the Chapter 7 Trustee of the Debtor’s bankruptcy estate. 2. Defendant is an individual residing in Pinellas County, Florida and is sui juris. 3 This Court has subject matter jurisdiction over this action under 28 U.S.C. §§ 157(a) and 1334(b). 4. This is a core proceeding under 28 U.S.C. §§ 157(b)(2)(A), (H), and (O) Case 8:20-ap-00527-RCT Doci1 Filed 10/01/20 Page 2 of 17 5 Venue is proper in this Court under 28 U.S.C. §§ 1408 and 1409. GENERAL ALLEGATIONS 6. On October 2, 2018 (the “Petition Date”), the Debtor filed a voluntary petition for relief under Chapter 7 of the Bankruptcy Code with the Clerk of the Court. 7 Upon his appointment, the Trustee investigated the affairs of the Debtor and learned the following facts, which are alleged upon the Trustee’s belief based upon the information learned in his investigation. 8 The Debtor was a law firm specializing in residential mortgage foreclosure defense and related appellate work. 9 On the Petition Date, the Debtor’s president, sole director, and sole shareholder was Richard Mockler, Esq. (“Mockler”). 10. Stopa was the president, sole director, and sole shareholder of the Debtor from its inception until the sale of his interest to Mockler. 11. In September 2016, The Florida Bar initiated disciplinary proceedings against Stopa for alleged violations of the Rules Regulating The Florida Bar, which proceedings were consolidated in the matter captioned The Florida Bar v. Stopa, SC16-1727; SC17-1428. 12. On or about May 25, 2018, the Referee in the disciplinary proceeding issued her Report recommending, inter alia, that Stopa be suspended from the practice of law for one year. 13. On or about June 1, 2018, in anticipation of Stopa’s possible suspension, Stopa and Mockler entered into a stock purchase agreement in which Stopa transferred 50 shares of stock in the Firm to Mockler, who thereupon became a 50 percent owner and partner in the Firm. 14, After executing the stock purchase agreement, Stopa took affirmative steps to conceal the Firm’s financial books and records from Mockler. This included instructing members Page 2 of 17 Case 8:20-ap-00527-RCT Doc1 Filed 10/01/20 Page 3 of 17 of the Firm’s staff to give Mockler the “run-around” concerning the status and location of such records if Mockler asked about them. 15. During the times material to this action, the Firm maintained an operating account at Wells Fargo Bank, N.A., account IE (the “Operating Account”). 16. While Stopa was on notice of his potential suspension from the practice of law starting in September 2016, he made large disbursements of funds from the Operating Account to his own bank account, to pay personal expenses charged to an American Express card, and to third parties for Stopa’s benefit (collectively, the “Transfers”). The Transfers are itemized on Exhibit 1 to this Complaint. 17. Stopa transferred over $341,000 from the Operating Account to himself or to third parties for his benefit through Transfers made after Mockler became a 50 percent owner and partner in the Firm. Specifically: @ On or about June 13, 2018, $120,000 was transferred from the Operating Account to Inland Assets, LLC, which upon information and belief is a company owned and controlled by Stopa; (>) On or about June 20, 2018, $39,598.11 was transferred from the Operating Account to pay personal charges on an American Express card; ©) On or about July 3, 2018, $100,000 was transferred from the Operating Account to Stopa’s personal checking account [i @ On or about July 19, 2018, $41,673.24 was transferred from the Operating Account to pay personal charges on an American Express card; and © On or about July 25, 2018, $40,000 was transferred from the Operating Account to Stopa’s personal checking account Ill Page 3 of 17 Case 8:20-ap-00527-RCT Doc1 Filed 10/01/20 Page 4 of 17 18. Stopa concealed these Transfers from Mockler anid instructed the Firm’s staff with knowledge of the Firm’s financial records to conceal them from Mockler. 19. On or about July 25, 2018, The Florida Bar filed a Petition for Emergency Suspension in the Florida Supreme Court, seeking Stopa’s suspension from the practice of law on an emergency basis. 20. The Florida Bar alleged that Stopa had purchased a client’s home through a corporate entity that Stopa owned and controlled under the guise that the purchaser was an investor; failed to disclose to the client Stopa’s interest in the purchaser and otherwise failed to comply with the ethical rules applicable to such a transaction; and then caused the Firm to continue to defend the foreclosure case on behalf of the Stopa-owned entity while allowing a default to be entered against the client. 21. The Florida Bar also alleged that Stopa had settled a case for cash in exchange for a consent judgment of foreclosure against a client’s instructions and without the client’s knowledge, and then kept the settlement proceeds instead of remitting them to the client. 22. On July 27, 2018, the Florida Supreme Court suspended Stopa from the practice of law on an emergency basis. 23. Following Stopa’s emergency suspension, on July 27, 2018, Stopa and Mockler entered into that certain Supplemental Stock Purchase Agreement. Under the Supplemental Stock Purchase Agreement, Stopa agreed to transfer his remaining 50 shares of stock in the Debtor to Mockler in exchange for the Debtor tendering a promissory note in the amount of $750,000 (the “Note”). Mockler agreed to be a guarantor on the Note. Stopa executed the Supplemental Stock Purchase Agreement on behalf of the Debtor. 24, The Debtor received no consideration in connection with the Supplemental Stock Page 4 of 17 Case 8:20-ap-00527-RCT Doc1 Filed 10/01/20 Page 5of17 Purchase Agreement. 25. After assuming control of the Firm subsequent to executing the Supplemental Stock Stock Purchase Agreement, Mockler learned for the first time that the Firm had insufficient funds to make payroll or to pay other ordinary course obligations. Mockler would later learn that this was a result of the Transfers. 26. On or about August 21, 2018, the Florida Department of Law Enforcement (“FDLE”) raided the Firm’s offices and took the Firm’s computers, files, and other records as part of an investigation into suspected criminal activity that Stopa had engaged in through the Firm, including, upon information and belief, the conduct alleged in the Petition for Emergency Suspension. 27. Shortly after the FDLE raid, staff members of the Firm - with knowledge of the Transfers, the Firm’s financial books and records, and Stopa’s conduct - informed Mockler for the first time of facts consistent with the allegations in the Petition for Emergency Suspension, and of other information concerning the financial and operational status of the Firm. 28. More specifically, Mockler learned that Stopa had used corporate entities that he controlled to purchase deeds from the Firm’s clients and caused the Firm, including (unwittingly) Mockler, to represent Stopa-controlled entities in defending foreclosure cases in which the entities had acquired deeds through improper attorney-client transactions. Mockler also learned for the first time of the existence of an anonymous “dossier” on Stopa that discusses in detail specific instances of the foregoing conduct, with supporting documentation. In connection with the discussions and negotiations between Stopa and Mockler that resulted in the first stock purchase agreement and Supplemental Stock Purchase Agreement, Stopa failed to inform Mockler of the existence of the dossier, failed to inform him that the Firm was counsel of record for multiple Page 5 of 17 Case 8:20-ap-00527-RCT Doc1 Filed 10/01/20 Page 6 of 17 Stopa-controlled entities that had improperly purchased deeds from individual clients, and had misrepresented that the allegations against Stopa were an overblown “witch hunt” stemming from an isolated incident involving a single client. 29. Mockler also learned for the first time that, consistent with the allegations in the Petition for Emergency Suspension, Stopa had settled cases without client and consent. Mockler further learned that Stopa had deposited such settlement proceeds into the Operating Account, rather than the Firm’s trust account, exposing the Firm to liability to clients who later demanded payment of their settlement proceeds. One such claim is reflected in Claim No. 67 on the Court’s claim register for this case. 30. Mockler also learned that shortly before and after Mockler became a 50 percent owner of the Firm, Stopa caused the Firm to fail to pay its ordinary course obligations as they became due, such as court reporter invoices and rent for the Firm’s office space. Mockler also learned that Stopa had instructed the Firm’s staff to conceal these facts from Mockler. 31. Mockler also learned that shortly before and after Mockler became a 50 percent owner of the Firm, Stopa had caused the Firm to make substantial disbursements from the Operating Account through the Transfers. Mockler also learned that Stopa had instructed the Firm’s staff to conceal these facts from Mockler. Upon learning this information, Mockler demanded that Stopa return such Transfers to the Firm. Stopa refused. 32. Mockler also learned that shortly before and after Mockler became a 50 percent owner of the Firm, Stopa had caused the Firm to fail to remit the payments for the health insurance policy maintained for the Firm’s employees, despite withholding funds from the. employees’ payroll for such payments. This exposed the Firm to claims by employees who continued to obtain medical care under the belief that their insurance was in place. One such claim is reflected in Claim Page 6 of 17 Case 8:20-ap-00527-RCT Doc1 Filed 10/01/20 Page 7 of 17 No. 66 on the Court’s claim register for this case. Mockler also learned that Stopa had instructed the Firm’s staff to conceal from Mockler Stopa’s failure to remit the insurance payments. 33. Mockler also, learned that at Stopa’s direction, the Firm had failed to secure malpractice insurance or worker’s compensation insurance. 34, Mockler also learned after entering into the initial stock purchase agreement and Supplement Stock Purchase Agreement that under Stopa’s direction and control, the Firm had failed to keep accurate books and records. The Firm kept no accurate records of when clients paid renewal fees (annual fees paid the Firm’s clients to secure the Firm’s services on an annual basis), no client lists, and, with some exceptions, failed to maintain contemporaneous records of attorney and paraprofessional time. The abysmal state of the Firm’s financial and operational books and records was concealed from Mockler at Stopa’s direction. 35. Subsequently, Stopa demanded that Mockler cause the Firm to tender the Note contemplated by the Supplemental Stock Purchase Agreement. Mockler refused. The Debtor never tendered or otherwise delivered the Note to Stopa despite Stopa’s demand. 36. On January 3, 2019, Stopa filed his Proof of Claim 61-1 in the amount of $750,000 (the “Claim”). The Claim is based on the Purchase Agreement. 37. On September 29, 2019, the Florida Supreme Court permanently disbarred Stopa. 38. All conditions precedent to the commencement of this action have been performed, waived, satisfied or have otherwise occurred. COUNTI For Declaratory Judgment that the Purchase Agreement is Unenforceable 39. The Trustee repeats and re-alleges each and every allegation set forth in Paragraphs 1 through 38 of the Complaint as though fully set forth herein. Page 7 of 17 Case 8:20-ap-00527-RCT Doci Filed 10/01/20 Page 8 of 17 40. This is an action for declaratory relief under 28 U.S.C. § 2201, et seq., and Federal Rule of Bankruptcy Procedure 7001, seeking a determination that any purported obligations of the Debtor under the Supplemental Stock Purchase Agreement or Note which form the basis of the Claim are unenforceable against the Debtor. 41. The Supplemental Stock Purchase Agreement provided no consideration to the Debtor and is therefore unenforceable due to a complete failure of consideration. 42. Additionally and in the alternative, the Supplemental Stock Purchase Agreement is unenforceable because it arose from a conflict of interest transaction that was not fair and reasonable to the Debtor. 43. Additionally and in the alternative, the Supplemental Stock Purchase Agreement is unenforceable against the Debtor because it was procured through fraud. 44. Additionally and in the alternative, any obligations arising from the purported Note are unenforceable because the Note was never executed, tendered or otherwise delivered to Stopa. 45. The Trustee seeks a declaratory judgment that any purported obligations of the Debtor arising from the Purchase Agreement and/or purported Note are unenforceable against the Debtor. 46. As a result of the Claim, there is a bona fide, actual, present, and practical need for this declaratory judgment. The estate will suffer irreparable harm unless this Court provides the declaratory judgment requested herein. WHEREFORE, the Trustee demands a declaratory judgment, adjudging that: (i) any purported obligations imposed upon the Debtor under the Purchase Agreement or the purported Note are unenforceable against the Debtor; and (ii) awarding such relief as the Court deems just. Page 8 of 17 Case 8:20-ap-00527-RCT Doci Filed 10/01/20 Page 9 of 17 COUNT IT Objection to Claim Under 11 U.S.C. § 502(b)(1) 47. The Trustee repeats and re-alleges each'and every allegation set forth in paragraphs 1 through 38 of the Complaint as though fully set forth herein. 48. The Claim is based upon obligations that may be non-existent, unenforceable, or reduced based the Declaratory Judgment requested in Count I. 49. The Claim is based upon a Note that the Debtor never executed or delivered. 50. The Claim does not attach a copy of the Purchase Agreement, the purported Note, or any other documentation evidencing the validity of the Claim or to substantiate the amount due on account of the Claim. WHEREFORE, the Trustee demands judgment against MARK P. STOPA as follows: (i) sustaining this Objection to the Claim, (ii) disallowing the Claim entirely or in part, and (iii) for such other and further relief as the Court deems appropriate. COUNT II Subordination of Claim Under 11 U.S.C. § 510(b) Sl. The Trustee repeats and re-alleges each and every allegation set forth in paragraphs 1 through 38 of the Complaint as though fully set forth herein. 52. The Claim arises from the Supplemental Stock Purchase Agreement, in which Stopa agreed to sell his shares of stock in the Debtor to Mockler. 53. 11 U.S.C. § 510(b) states: For the purpose of distribution under this title, a claim arising from rescission of a purchase or sale of a security of the debtor or of-an affiliate of the debtor, for damages arising from the purchase or sale of such a security, or for reimbursement or contribution allowed under section 502 on account of such a claim, shall be subordinated to all claims or interests that are senior to or equal the claim or interest represented by such security, except that if such security is common stock, such Page 9 of 17 Case 8:20-ap-00527-RCT Doci Filed 10/01/20 Page 10 of 17 claim has the same priority as common stock. 54, The Claim is a claim for damages arising from the sale of a security of the Debtor. 55. The Claim must be subordinated to all claims that are senior to claims of holders of common stock of the Debtor, including all general unsecured claims. WHEREFORE, the Trustee demands judgment against MARK P. STOPA as follows: (i) subordinating the Claim to all general unsecured claims and all other senior claims or interests in accordance with 11 U.S.C. § 510(b), and (ii) for such other relief as the Court deems appropriate. COUNT IV Breach of Fiduciary Duty 56. The Trustee repeats and re-alleges each and every allegation set forth in paragraphs 1 through 38 of the Complaint as though fully set forth herein. 57. This is an action for breach of fiduciary duty against Defendant. 58. At all material times, Defendant was an officer and director of the Debtor and, as such, owed it a fiduciary duty to discharge his duties in good faith, with the care that an ordinarily prudent officer, or director, in a like position, would exercise, and in a manner reasonably believed to be in the Debtor’s best financial interests. 59. While he was an officer and director of the Debtor, Defendant engaged in conduct that violated the Rules Regulating The Florida Bar, including the conduct alleged hereinabove. 60. Defendant’s conduct, including his violations of the Rules Regulating The Florida Bar, while acting as an officer and director of the Debtor, caused substantial financial harm to the Debtor and ultimately and proximately lead to the Debtor’s bankruptcy. 61. On the eve of his emergency suspension from the practice of law, and the eve of his transfer of 100% of the Firm to Mockler, the Defendant made Transfers from the Debtor’s Operating Account that left the Firm undercapitalized and unable to pay its ordinary course Page 10 of 17 Case 8:20-ap-00527-RCT Doci1 Filed 10/01/20 Page 11 o0f17 obligations or otherwise fund its operations, such as payroll. 62. Defendant concealed material facts concerning the Firm’s operations and financial affairs from the Firm’ s 50 percent owner, Mockler, depriving Mockler of the opportunity to rectify Defendant’s misdeeds, which operated to the detriment of the Firm. 63. Defendant breached his fiduciary duty owed to the Debtor by exhibiting a willful, fraudulent, reckless and/or negligent disregard for the best interests of the Debtor, by engaging in the above described fraudulent activity, with no legitimate, or justifiable, business purpose. 64. Defendant’s breach of fiduciary duty owed to the Debtor actually, and proximately, caused financial injury to the Debtor. WHEREFORE, the Trustee demands judgment against MARK P. STOPA for: (i) actual compensatory, consequential, incidental, special and exemplary/punitive damages in an amount to be proven; (ii) such civil penalties as allowed by law; (iii) pre-judgment and post-judgment interest as allowed by law; and (iv) such other and further legal and equitable relief as the Court deems just and proper. COUNT V Avoidance and Recovery of Fraudulent Transfer Under 11 U.S.C. §§ 548(a)(1)(A) and 550(a) 65. The Trustee repeats and re-alleges each and every allegation set forth in paragraphs 1 through 38 of the Complaint as though fully set forth herein. 66. In the two years prior to the Petition Date, the Debtor made the Transfers totaling $1,169,426.36 as reflected in more detail on Exhibit 1. 67. The Transfers exhibit “badges” of avoidable transfers, including without limitation: (@® certain Transfers were made shortly before the Debtor filed its bankruptcy case; (ii) the Debtor was insolvent at the time of the Transfers, or became insolvent or undercapitalized as a result of Page 11 of 17 Case 8:20-ap-00527-RCT Doc1 Filed 10/01/20 Page 12 of 17 the Transfers; (iii) the Transfers were made at a time when the Debtor was failing to pay its obligations in the ordinary course; (iv) the Debtor made the Transfer to or for the benefit of an insider, namely, Stopa; (iv) the Transfers were concealed; and (v) the Transfers were made at a time when Stopa had engaged in conduct that violated the Rule Regulating The Florida Bar and which potentially constitutes criminal conduct, and legal action resulting from that conduct was imminent or already underway. 68. The Trustee is entitled to avoid the Transfers and recover the Transfers, or an amount equal to said transfers, from Stopa as initial transferee or the person for whose benefit the Stopa Transfers were made under 11 U.S.C. §§ 548(a)(1)(A) and 550(a)(1). 69. Alternatively, the Trustee is entitled to avoid the Transfers and recover the Transfers, or an amount equal to said transfers, from Stopa as immediate or mediate transferee under 11 U.S.C. §§ 548(a)(1)(A) and 550(a)(2). WHEREFORE, the Trustee demands judgment against MARK P. STOPA as follows: (i) avoiding the Transfers; (ii) preserving and recovering the Transfers, or the value of said transfers, for the benefit of the bankruptcy estate; (iii) entering judgment against Mark P. Stopa, in an amount equal to the value of the Transfers; and (iv) for such other and further relief as the Court deems appropriate. COUNT VI Avoidance and Recovery of Fraudulent Transfer Under 11 U.S.C. §§ 548(a)(1)(B) and 550(a) 70. The Trustee repeats and re-alleges each and every allegation set forth in paragraphs 1 through 38 of the Complaint as though fully set forth herein. 71. In the two years prior to the Petition Date, the Debtor made the Transfers totaling $1,169,426.36 to Stopa as reflected in more detail on Exhibit 1, and received less than Page 12 of 17 Case 8:20-ap-00527-RCT Doci Filed 10/01/20 Page 13 of 17 reasonably equivalent value in exchange therefore. 72, At the time of the Transfers, the Debtor: (a) was insolvent, or became insolvent as a result of the Transfers; (b) was engaged or was about to be engaged in a business or transaction for which its remaining property was unreasonably small capital; (c) intended to incur, or believed that it would incur, debts beyond its ability to pay as such debts matured; or @ made such transfer to or for the benefit of an insider, or incurred such obligation to or for the benefit of an insider, under an employment contract and not in the ordinary course of business. 73. The Trustee is entitled to avoid the Transfers and recover the Transfers, or an amount equal to the Transfer, from Stopa as initial transfere or the person for whose benefit the Transfers were made under 11 U.S.C. §§ 548(a)(1)(B) and 550(a)(1). 74. Alternatively, the Trustee is entitled to avoid the Transfers and recover the Transfers, or an amount equal to the Transfers, from Stopa as an immediate or mediate transferee under 11 U.S.C. §§ 548(a)(1)(B) and 550(a)(2). WHEREFORE, the Trustee demands judgment against MARK P. STOPA as follows: (i) avoiding the Transfers; (ii) preserving and recovering the Transfers, or the value of said transfers, for the benefit of the bankruptcy estate; (iii) entering judgment against Mark P. Stopa in an amount equal to the value of the Transfers; and (iv) for such other and further relief as the Court deems appropriate. COUNT VIL Avoidance and Recovery of Fraudulent Transfer Under 11 U.S.C. 544(b), 550(a) and Florida Statute 726.105(1)(a) and 726.108 75. The Trustee repeats and re-alleges each and every allegation set forth in paragraphs 1 through 38 of Complaint as though fully set forth herein. Page 13 of 17 Case 8:20-ap-00527-RCT Doc1 Filed 10/01/20 Page 14 of 17 76. Inthe four years prior to the Petition Date, the Debtor made Transfers totaling $1,169,426.36 to Stopa as reflected in more detail on Exhibit 1, with actual intent to hinder or delay the Debtor’s creditors. 77. As reflected on the Court’s claim register and the Debtor’s schedules, there is at least one creditor with an unsecured claim allowable under 11 U.S.C. § 502 who could avoid the Transfers under applicable law. 78. The Trustee is entitled to avoid the Transfers and recover the Transfers, or an amount equal to said Transfers, from Stopa under 11 U.S.C. §§ 544(b) and 550(a)(1) and Section 726.105(1)(a), Florida Statutes, and the applicable provisions of Chapter 726, Florida Statutes. 79. Alternatively, the Trustee is entitled to avoid the ‘Transfers and recover the Transfers, or an amount equal to the Transfers, from Stopa as immediate or mediate transferee under 11 U.S.C. §§ 544(b) and 550(a)(2) and Section 726.105( De). Florida Statutes and the other applicable provisions of Chapter 726, Florida Statutes. WHEREFORE, the Trustee demands judgment against MARK P. STOPA as follows: (i) avoiding the Transfers; (ii) preserving and recovering the Transfers, or the value of the Transfers, for the benefit of the bankruptcy estate; (iii) entering judgment against Mark P. Stopa in an amount equal to the value of the Transfers; and (iv) for such other relief as the Court deems appropriate. COUNT VIII Avoidance and Recovery of Fraudulent Transfer Under 11 U.S.C. §§ 544(b), 550(a) and Florida Statute §§ 726.105(1)(b) and 726.108 . 80. The Trustee repeats and re-alleges each and every allegation set forth in paragraphs 1 through 38 as though fully set forth herein. 81. In the four years prior to the Petition Date, the Debtor made Transfers totaling $1,169,426.36 to Stopa as reflected in more detail on Exhibit 1, and received less than reasonably Page 14 of 17 Case 8:20-ap-00527-RCT Doc1 Filed 10/01/20 Page 15 of 17 equivalent value in exchange. 82. At the time of the Transfers, the Debtor: (a) was engaged or was about to be engaged in a business or transaction for which its remaining assets were unreasonably small in relation to the business or transaction; or (b) intended to incur, or believed or reasonably should have believed that it would incur, debts beyond its ability to pay as they became due. 83. _The Trustee is entitled to avoid the Transfers and recover the Transfers, or an amount equal to said Transfers, from Stopa as initial transferee or the person for whose benefit the Transfers were made under 11 U.S.C. §§ 544(b) and 550(a)(1) and Section 726.105(1)(b) and the other applicable provisions of Chapter 726, Florida Statutes. 84. Alternatively, the Trustee is entitled to avoid the Transfers and recover the Transfers, or an amount equal to said transfer, from Stopa as immediate or mediate transferee under 11 U.S.C. §§ 544(b) and 550(a)(2) and Section 726.105(1)(b) and the other applicable provisions of Chapter 726 of the Florida Statutes. WHEREFORE, the Trustee demands judgment against MARK P. STOPA as follows: (i) avoiding the Transfers; (ii) preserving and recovering the Transfers, or the value of the said transfer, for the benefit of the bankruptcy estate; (iii) entering judgment against Mark P. Stopa in an amount equal to the value of the Transfers; and (iv) for such other and further relief as the Court deems appropriate. COUNT Ix Avoidance and Recovery of Fraudulent Transfers Under 11 U.S.C. §§ 544(b), 550(a) and Florida Statute §§ 726.106(1) and 726.108 85. The Trustee repeats and re-alleges each and every allegation set forth in paragraphs 1 through 38 of the Complaint as though fully set forth herein. 86. Inthe four years prior to the Petition Date, the Debtor made Transfers totaling Page 15 of 17 Case 8:20-ap-00527-RCT Doci Filed 10/01/20 Page 16 of 17 $1,169,426.36 to Stopa as reflected in more detail on Exhibit 1, and received less than reasonably equivalent value in exchange. 87. At the time of the Transfers, the Debtor was insolvent, or became insolvent as a result of the Transfers. 88. The Trustee is entitled to avoid the Transfers and recover the Transfers, or an amount equal to said Transfers, from Stopa as initial transferee or the person for whose benefit the Transfers were made under 11 U.S.C. §§ 544(b) and 550(a)(1), and Sections 726.106(1) and the other applicable provisions of Chapter 726 of the Florida Statutes. 89. Alternatively, the Trustee is entitled to avoid the Transfers and recover the Transfers, or an amount equal to said Transfers, from Stopa as immediate or mediate transferee under 11 U.S.C. §§ 544(b) and 550(a)(2) and Section 726.106(1) and the other applicable provisions of Chapter 726 of the Florida Statutes. WHEREFORE, the Trustee demands judgment against MARK P. STOPA as follows: (i) avoiding the Transfers; (ii) preserving and recovering the Transfers, or the value of the transfer, for the benefit of the bankruptcy estate; (iii) entering judgment against Mark P. Stopa in an amount equal to the value of the Transfers received; and (iv) for such other and further relief as the Court deems appropriate. D. RESERVATION OF RIGHTS The Trustee reserves the right to amend this Complaint, upon completion of his investigation and discovery, to assert any additional claims for relief against the Defendant as may be warranted under the circumstances allowed by law. Page 16 of 17 Case 8:20-ap-00527-RCT Doc1 Filed 10/01/20 Page 17 of 17 DATED: October 1, 2020. Respectfully submitted, GENOVESE JOBLOVE & BATTISTA, P.A. General Counsel to the Chapter 7 Trustee 100 N. Tampa Street, Suite 2600 Tampa, Florida 33602 Phone: (813) 439.3100 Fax: (813) 439.3110 By: _/s/ Michael A. Friedman Michael A. Friedman, Esq. Florida Bar No.7 1828 Email: mired mfriedman ib-law.com Q-laWCc Lisa M. Castellano, Esq. Florida Bar No. 748477 Email astellano ano com Eric D. s, Esq. Florida Bar No. 85992 E-Mail: ejacobs@gijb-law.com Page 17 of 17 Case 8:20-ap-00527-RCT Doc1i-1 Filed 10/01/20 Page1of2 EXHIBIT 1 A wl A £ = =o a iB & gs 2 2g ‘Ee 2 2 2 3 MARK P STOPA v MFI MIAMI HOLDINGS LLC Pinellas Case No. 19-008558-CI Please take judicial notice of the attached public record fraud complaint filed by Federal Chapter 7 Trustee Stephen L. Meininger in the Middle District of Florida Case No. 8:18-bk- 08436-RCT / Adversarial Proceeding Case No. 8:20-ap- 00527-RCT which, after diligent investigation, has discovered extensive fraud, negligent misrepresentation, deceptive and unfair trade practices and breach of fiduciary duty by Mark Stopa. The Federal lawsuit is seeking to recover $1,169,426.36 in fraudulent transfers embezzled by Mark Stopa from his own floundering Stopa Law Firm PA which Mark Stopa transferred to his personal checking account before the fraudulently induced sale of his law firm to Attorney Richard Mockler for $750,000. As detailed by the Trustee in (34) in the complaint: “.,.under Stopa’s direction and control, the Firm had failed to keep accurate books and records. The Firm kept no accurate records of when clients paid renewal fees, no client lists, and, with some exceptions, failed to maintain contemporaneous records of attorney and paraprofessional time. The abysmal state of the Firm’s financial and operational books and records was concealed from Mockler at Stopa’s direction.” Wy ~ OD J — at xXPL eP\m O PW oD oY mA 14 > to sto Ce