DRO 15R LLC v. Ajar Holdings, LLC, 649 B.R. 216

Drexel (owned by MPM, which was controlled by Ofer) held title to 1560/1568 Drexel Ave.; Opustone obtained a judgment and the state court entered a Turnover Order targeting Ofer’s membership interests.
On Nov. 16, 2020 a Quit Claim Deed purporting to convey the Property to DRO was recorded; the deed was signed/acknowledged in a manner showing DRO (and Ofer as DRO’s manager) signed for Drexel, though neither DRO nor Ofer had authority to sign for Drexel.
The Miami‑Dade Sheriff sold Ofer’s membership interests (including in MPM, Drexel’s sole member) on March 24, 2021; AJAR purchased those membership interests for $5 and Drexel (through AJAR) recorded an AJAR Deed to the Property thereafter.
DRO and Ofer later recorded a “Corrective Quit Claim Deed” and filed suit seeking to quiet title in DRO and to reform the original deed; AJAR counterclaimed and moved to invalidate competing liens filed by RO15/Ofer/CDI.
Most asserted construction liens were unsupported by contracts or documentation; several liens were recorded after AJAR’s acquisition and the NOCs that might support relation‑back had been terminated.
On summary judgment the bankruptcy court denied DRO’s motion and granted AJAR’s cross‑motion, ruling AJAR holds title and RO15/Ofer’s lien claims do not have priority (and many are invalid).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Validity of the DRO Quit Claim Deed	DRO: deed is facially valid and transferred title to DRO	AJAR: deed is defective — signed/acknowledged by grantee (DRO/Ofer) not grantor, and signator lacked authority	Deed is invalid; not executed by person authorized to sign for Drexel, so ineffective to convey title
Validity of the DRO Corrective Quit Claim Deed	DRO: corrective deed cures signature error	AJAR: corrective deed was executed after AJAR acquired control and Ofer lacked authority when it was executed	Corrective deed invalid — Ofer lacked authority when recorded, so it cannot cure the original defect
Reformation of the DRO Quit Claim Deed	DRO: equity should reform the deed to reflect the intended transfer	AJAR: reformation unavailable — no consideration, no mutual mistake, indispensable party (Drexel) not joined, and intervening interest	Reformation denied — lack of consideration, no mutual mistake, and other equitable/joinder barriers prevent reformation
Validity and priority of RO15/Ofer/CDI liens	RO15/Ofer: liens are valid and relate back to earlier NOC(s)	AJAR: liens are unsupported by contract/documentation; NOCs were terminated or list different contractor; most liens were filed post‑acquisition	Liens fail or lack priority: claimants did not substantiate contracts/amounts; relevant NOCs were terminated or inapplicable; many liens postdate AJAR and/or are void post‑petition

DGG Dev. Corp. v. Estate of Capponi, 983 So. 2d 1232 (Fla. Dist. Ct. App. 2008) (deed not executed in compliance with conveyancing statute is ineffective on its face)
George Anderson Training & Consulting Inc. v. Miller Bey Paralegal & Financing, LLC, 313 So. 3d 214 (Fla. Dist. Ct. App. 2021) (deed invalid where signator lacked authority to act for grantor)
Dingle v. Prikhdina, 59 So. 3d 326 (Fla. Dist. Ct. App. 2011) (attorney‑in‑fact lacking authority renders deed void)
Providence Square Ass'n, Inc. v. Biancardi, 507 So. 2d 1366 (Fla. 1987) (equitable reformation principles and limits)
J. C. Vereen & Sons, Inc. v. City of Miami, 397 So. 2d 979 (Fla. Dist. Ct. App. 1981) (recital of consideration in deed is prima facie only and may be rebutted)
Celotex Corp. v. Catrett, 477 U.S. 317 (U.S. 1986) (summary judgment burden shifting framework)
Anderson v. Liberty Lobby, 477 U.S. 242 (U.S. 1986) (standard for assessing genuine issue of material fact on summary judgment)