Guo Wengui / Miles Guo — bankruptcy case · ORDER · ECF #3660

# **UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION**

| ------------------------------------------------------<br>x | | |-------------------------------------------------------------|-------------------------| | :<br>In re:<br>: | Chapter 11 | | :<br>HO WAN KWOK, et al.,1<br>: | Case No. 22-50073 (JAM) | | :<br>Debtors.<br>:<br>: | (Jointly Administered) | | ------------------------------------------------------x | Re: ECF No. 3551 |

# **ORDER AMENDING ORDER AUTHORIZING GENEVER HOLDINGS LLC RETENTION OF SOTHEBY'S INTERNATIONAL REALTY AS ITS REAL ESTATE BROKER AND SALES AGENT**

Upon the motion (the "Motion")² of Genever Holdings LLC ("Genever (US)"), pursuant to sections 327(a), 328(a) and 363(b) of title 11 of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rule 2014-1, for entry of an order (this "Order") amending the Retention Order to reflect the Amended Engagement Agreement; and the Court having reviewed the Motion and having considered the statements of counsel before the Court at a hearing held on October 8, 2024 (the "Hearing"); and the Court having found that (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; (b) this is a core proceeding pursuant to 28 U.S.C. § 157(b); (c) venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and (d) good and sufficient notice of the Motion having been given; and no other or further notice being

¹ The Debtors in these chapter 11 cases are Ho Wan Kwok (also known as Guo Wengui, Miles Guo, and Miles Kwok, as well as numerous other aliases) (last four digits of tax identification number: 9595), Genever Holdings LLC (last four digits of tax identification number: 8202) and Genever Holdings Corporation. The mailing address for the Trustee, Genever Holdings LLC, and Genever Holdings Corporation is Paul Hastings LLP, 200 Park Avenue, New York, NY 10166 c/o Luc A. Despins, as Trustee for the Estate of Ho Wan Kwok (solely for purposes of notices and communications).

² Capitalized terms used but not otherwise defined herein have the meanings set forth in the Motion.

required; and the Court having determined that the relief sought in the Motion is in the best interest of Genever (US), its estate, its creditors, and all parties in interest, therefor;

IT IS HEREBY ORDERED THAT:

1. The Motion is approved as set forth in this Order.

2. Sotheby's retention is modified in accordance with the terms of the Amended Engagement Agreement attached hereto as **Exhibit 1**.

3. Sotheby's commission as the listing firm shall be equal to 2% of the final sales price of the Sherry Netherland Apartment.

4. The Buyer's Broker commission shall be equal to 3% of the final sales price of the Sherry Netherland Apartment.

5. Where Serena Boardman is the only agent involved in the transaction, Sotheby's Commission as the listing firm shall be 3% of the final sales price of the Sherry Netherland Apartment. While Sotheby's may represent the buyer in connection with the sale of the Sherry Netherland Apartment, Sotheby's agrees and acknowledges that Serena Boardman may not represent the buyer. Genever (US) may, within its business judgment, withhold its consent to such dual agency of Sotheby's as the occasion arises.

6. Sotheby's commission in connection with any rental of the Sherry Netherland Apartment by Genever (US) shall be fifteen (15%) percent of the aggregate rent due under the first Lease Year.

7. Except as otherwise set forth in this Order, the Retention Order remains in full force and effect.

8. Genever (US) and Sotheby's are authorized and empowered to take all actions necessary to effectuate the relief granted in this Order.

2

9. In the event of any conflict between this Order and the Amended Engagement Agreement, this Order shall control.

10. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry.

11. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order.

Dated at Bridgeport, Connecticut this 9th day of October, 2024.


# **EXHIBIT 1**

**Amended Engagement Agreement**


Sotheby's International Realty, Inc. 650 Madison Avenue New York, NY 10022 T 212.606,7660 F 212,606.7661 sir.com/nyc

September 16, 2024

Ms. Melanie L. Cygnaowski, in her capacity sa Sales Officer Genever Holdings LLC mcyganowski@otterbourg.com

Luc A. Despins, in his capacity as Trustee for the Estate of Ho Wan Kwok, Proxyholder for Genever Holding LLC c/o Paul Hastings LLP 200 Park Avenue New York, New York 10166

> 781 Fifth Avenue, 18th Floor Re:

### EXCLUSIVE RIGHT TO SELL-COOPERATIVE

### Dear Ms. Cyganowski and Mr. Despins:

This agreement ("Agreement") sets forth the terms under which you, Genever Holdings LLC, engage our firm, Sotheby's International Realty, a licensed real estate broker (sometimed to as "SIR"), to act as brokerage agent in the sale of the referenced premises (the "Premises"). Genever Holdings LLC is a debtor in the United States Bankruptcy Court for the District of Connecticut (the "Court"), Case No. 22-5092 (JAM). Reference is made to the agreement, dated as of December 13, 2021, between SIR and Genever Holdings LLC, as approved by the United States Bankruptcy Court for the Southern District of New York by order dated January 13, 2022 (the "Original Agreement shall be amended and restated as follows.

(a) You authorize SIR to offer the Premises for sale at a price of \$24,000,000 (or such lesser price as you may indicate to SIR, or in writing, from time to time) during the period commencing on the date the Agreement is fully exected ("the coomencement date") and ending 180 day after the fully executed Agreement (the "Listing Term"), provided however, if you enter into a contract of sale for the Premises, all rights and obligations under this Agreement shall automatically extend through the date of the actual closing of the Premises.

(b) associated with the Premises is 2950 (exclusive of the two maid's rooms, i.e., Room 719 and 2219).

2. We will arrange showings by prospective purchasers and you will facilitate these showings in an appropriate manner. We will submit to you all purchase offers and with your instructions with respect to each such offer. SIR will use its own advertising and public relations staff to advertise through exposure in appropriate publications and/or digital venues.

You have advised us that the Premises are not now the subject of a listing agreement with any other and you 3. agree that you will not advertise the sale of the Premises with any other during the Listing Term. You will refer to us promptly all inquiries concerning the Premises which you may receive.

You shall pay a commission as set forth below (the "Commission"). If during the Listing Term a contract is signed to sell the Premises to any person and a closing of the Premises (a "Closing") occurs at any time with such person, then the Commission will be payable to us at that Closing.

(a) SIR's Commission as the listing firm: 2% of the final sales price of the Premises.

(b) Buyer's Broker Commission: 3% of the final sales price of the Premises shall be paid to the brokerage firm representing the buyer ("Buyer's Broker"), which may include SIR if the buyer is represented by another agent associated with SIR.

This offer may only be modified in writing as agreed upon by the buyer's Broker. Buyer's Broker is an intended third party beneficiary of this Section 4(b) of this Agreement.

Where Serena Boardman is the only agent involved in the transaction, SIR's Commission as the listing firm (c) shall be 3% of the final sales price of the avoidance of doubt, and notwithstanding anything the New York State Disclosure Form for Buyer and Seller to the contrary, while SIR may represent the buyer in connection with the sale of the Premises, SIR agrees and acknowledges that Serena Boardman may not represent the buyer. Geneyer Holdings LLC may, within its business judgment, withhold its consent to such dual agency of SIR as the occasion arises.

(d) independent third party; or (i) to a current lessee of the Commission is subject to an order of the Court approving the payment of the Commission. Subject to order of the Court, unless and until a Closing shall occur, you will not be obligated to pay us any Commission, provided, however, that if a Closing does not occur or is delayed by reason of your willful default under a fully executed contract of sale then you shall nevertheless pay to us on demand the Commission as if the Closing had occurred and provided, further, that if you retain or become legally entitled to retain (whether or not you do in fact retain), the deposit paid by the prospective purchaser under a contract of sale, or if you receive any other payment from a prospective purchaser, then you shall pay to us an amount equal to 4% of such deposit or other payment, whichever is greater, with the understanding that the amount so paid to us shall be credited in partial satisfaction of any Commission that may thereafter become payable hereunder.

5. Within seven (7) business days after the expiration of the Listing Term, we shall deliver to you in writing a list of no more than six (6) names of persons who inspected the Premises during Term. If within ninety (90) days after the expiration of the Listing Term a contract is signed to sell the Premises to a person on said list (or related entitled to the Commission provided for in paragraph 4 of this Agreement. You represent and warrant that if a new exclusive listing agreement is executed with another real estate broker (the "New Exclusive Broker"), you will notify the New Exclusive Broker of this provision and that SIR may negotiate directly with the Owner with respect to any person on the list during the ninety (90) day protected period,

6. member real estate brokers of your Premises ("Co-Broking") and invite their cooperation for sale via the REBNY Listing Service ("RLS") simultaneously with any public disting unless you specify in writing that you do not wish that the Premises be Co-Brokered through the R.S. Public dissemination includes, but is not limited to, the exclusive listing on our public website, any third-party website, or any other public disclosure of the listing information. You authorize us to invite the cooperation of other real estate brokers and inform them of your compensation instructions, some or all of whom may be acting on behalf of prospective purchasers and may seek to negotiate the amount of the Buyer's Broker commission with a prospective transaction, provided that any change to the commission as specified in paragraph 4(0) above is subject to the consent of Genever Holdings LLC and approval of the Court.

7. You represent that you own the Premises and may enter into this Agreement and sell the Premises without any other person's consent except that this Agreement and the Premises is subject to approval by the Court. You represent that all information about the Premises that you have provided to us was, and that all such information which you will be, true, complete and accurate when provided and that you will not fail to disclose to us any fact which material to a prospective purchaser's decision to purchase the Premises or which might be legally required to a prospective purchaser.

8 In consideration of our efforts pursuant to this Agreement, you agree that during the Listing Term you will not enter into any lease, or agreement to lease, with respect to the Premises. Should you enter into a lease of the term of this Agreement you shall be obligated to pay SIR a commission equivalent to fifteen percent (15%) of the aggregate rental due under the first "Lease Year". (The term "Lease Year", as used in the preceding sentence, shall be deemed to be the first consecutive 12 months following the date of your actual receipt of the first full rental payment under a lease for the Premises thereafter be purchased by such lessee, or any entity owned and/or controlled by such lessee, or any individual or entity that is otherwise affiliated with such lessee, including any designee of the lessee, you agree to pay SIR, at the time of closing of title, a commission of 3% of the contracted for purchase price.

In the event that either party shall commence any action or proceeding to enforce the terms of this Agreement, the prevaling party shall be entitled to, and the other party shall pay to the prevailing party, its actual costs of such action or proceeding, including actual attorneys' fees.

10. You shall instruct your attorney to include a provision in the contract of sale, which would require that the purchaser allow SIR the right to review and comment on a board package prior to the board of directors of the cooperation or condominium as the case may be.

11. This Agreement (a) shall be governed by the laws of the Premises are located applicable to contracts made and to be performed wholly in such state, (b) sets forth the entire understanding between us and supersedes all prior agreements or understandings, and (c) cannot be changed, modified or annended, nor can any of its provisions be waived, except by an agreement in writing signed by the party to be charged. If this Agreement is signed by two or more persons as owners of the Premises, the liability of each hereunder shall be joint and several.

- 12. As used herein, the term "person" shall mean natural persons, partnerships, corporations, trusts and other entities. - 13. SIR acknowledges and agrees that the terms and provisions of this Agreement are subject to approval of the Court.

This Agreement with SIR provides for an Exclusive Right to Sell listing. By New York State law, we are required to provide the following explanations:

An "Exclusive Right to Sell" listing means that if you, the owner of the property, find a buyer for your house, or if another broker finds a buyer, you must pay the agreed commission to the present broker.

An "Exclusive Agency" listing means that if you the owner of the property find a buyer, you will not have to pay a commission to the broker. However, if another broker finds a buyer, you will owe a commission to both the selling broker and your present broker.

Please sign on the line below to acknowledge your understanding of the foregoing.

Melanie L. Cyganowski Sales Officer of Genever Holdings, LLC

Luc A. Despins, as Trustee for the Estate of Ho Wan Kwok Proxyholder for Genever Holding LLC

Notice to Consumer: Real estate broker commissions are not set by law and are fully negotiable.

This Agreement is accompanied by separate forms entitled " New York State Disclosure Form for Buyer and Seller" and "New York State Housing and Anti-Discrimination Disclosure Form." You should read and acknowledge this material as provided therein.

YOU ACKNOWLEDGE THAT IT IS UNLAWFUL UNDER APPLICABLE LAW TO DISCRIMINATE ON THE BASIS OF VARIOUS FACTORS AND THAT WE WILL AT ALL TIMES COMPLY WITH FEDERAL, STATE AND NEW YORK CITY LAWS APPLICABLE TO THE PREMISES

Please sign, date and return the enclosed copy of this Agreement to indicate your acceptance of and agreement to the foregoing.

ACCEPTED AND AGREED TO

day of September

Melanie L. Cyganowski Sales Officer of Genever Holdings, LLC

Luc A. Despins, as Trustee for the Estate of Ho Wan Kwok Proxyholder for Genever Holding LLC

Very truly yours, SOTHER 'S INTERNATIONAL REALTY Br

Marissa Ghesquiere Executive Vice President of Sales - New York City

Sep 17, 2024 | 7:29:05 PM EDT

Date -7CC8442F6C154BF Serena Boardman

Global Real Estate Advisor, Associate Broker

11. This Agreement (a) shall be governed by the state in which the Premises are located applicable to contracts made and to be performed wholly in such state, (b) sets forth the entire understanding between us and supersedes all prior agreements or understandings, and (c) cannot be changed, modified or amended, nor can any of its provisions be waived, except by an agreement in writing signed by the party to be charged. If this Agreement is signed by two or more persons as owners of the Premises, the liability of each hereunder shall be joint and several.

12. As used herein, the term "person" shall mean natural persons, partnerships, corporations, trusts and other entities.

13. SIR acknowledges and agrees that the terms and provisions of this Agreement are subject to approval of the Court.

#### This Agreement with SFR provides for an Exclusive Right to Sell listing. By New York State law, we are required to provide the following explanations:

An "Exclusive Right to Sell" listing means that if you, the owner of the property. find a buyer for your house, or if another broker finds a buyer, you must pay the agreed commission to the present broker.

An "Exclusive Agency" listing means that if you the owner of the property find a buyer, you will not have to pay a commission to the broker. However, if another broker finds a buyer, you will owe a commission to both the selling broker and your present broker.

Please sign on the line below to acknowledge your understanding of the foregoing.

firturis a 2 .... Melanie L. Cyganowski Sales Officer of Genever Holdings, LLC

Luc A. Despins, as Trustee for the Estate of Ho Wan Kwok Proxyholder for Genever Holding LLC

Notice to Consumer: Real estate broker commissions are not set by law and are fully negotiable.

This Agreement is accompanied by separate forms entitled " New York State Disclosure Form for Buyer and Seller" and "New York State Housing and Anti-Discrimination Disclosure Form," You should read and acknowledge this material as provided therein.

YOU ACKNOWLEDGE THAT IT IS UNLAWFUL UNDER APPLICABLE LAW TO DISCRIMINATE ON THE BASIS OF VARIOUS FACTORS AND THAT WE WILL AT ALL TIMES COMPLY WITH FEDERAL, STATE AND NEW YORK CITY LAWS APPLICABLE TO THE PREMISES.

Please sign, dale and return the enclosed copy of this Agreement to indicate your acceptance of and agreement to the foregoing.

By:

ACCEPTED AND AGREED TO

This 17" day of SEATE mail 20 2 y.

Parkgogara

Melanic L. Cyganowski Sales Officer of Genever Holdings, LLC

Proxy holder for Genever Holding LLC

Luc A. Despins, as Trustee for the Estate of Ho Wan Kwok

Very truly yours, SOTHEBY'S INTERNATIONAL REALTY

Date \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Marissa Ghesquiere Executive Vice President of Sales - New York City

-DocuSianed by: Sep 17, 2024 | 7:29:05 PM EDT Serina Boardman Bv Date

Serena988110589154BF.. Global Real Estate Advisor, Associate Broker