Creditors' Committee of AmeriFirst Financial v. Ocrolus, Complaint, Bankr. D. Del. (Aug. 22, 2025)
Summary
A complaint filed in the U.S. Bankruptcy Court for the District of Delaware by the Official Committee of Unsecured Creditors of AmeriFirst Financial, Inc. and Phoenix 1040 LLC, on behalf of the debtors' estates in the jointly administered Chapter 11 Case No. 23-11240 (TMH), against Ocrolus, opening adversary proceeding 25-52101 as Doc 1. Brought under sections 547 and 550 of the Bankruptcy Code, it seeks to avoid transfers made to Ocrolus and recover the property transferred, and to disallow any claims Ocrolus holds until it repays. The Committee, appointed by notice at Dkt. No. 122, acts derivatively for the debtors and debtors in possession through its special litigation counsel at Glenn Agre.
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“Creditors' Committee of AmeriFirst Financial v. Ocrolus, Complaint, Bankr. D. Del. (Aug. 22, 2025).”
Original at www.courtlistener.com. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/creditors-committee-of-amerifirst-financial-v-ocrolus-complaint-bankr-1fed87f610/
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Case 25-52101-TMH Doc 1 Filed 08/22/25 Page 1 of 10
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re Chapter 11
AMERIFIRST FINANCIAL, INC. et al., Case No. 23-11240 (TMH)
Debtors.1 (Jointly Administered)
The Official Committee of Unsecured Creditors
of AMERIFIRST FINANCIAL, INC., et al, on
behalf of the estates of the Debtors,
Plaintiff,
v. Adv. Proc. No. 25 -_______(TMH)
Ocrolus,
Defendant(s).
COMPLAINT PURSUANT TO U.S.C. §§ 547 AND 550 TO AVOID
TRANSFERS AND RECOVER PROPERTY TRANSFERRED
Plaintiff, the Official Committee of Unsecured Creditors (the “Committee” or “Plaintiff”)2
of AmeriFirst Financial, Inc. and Phoenix 1040 LLC, derivatively, on behalf of the debtors and
debtors-in possession in the above captioned bankruptcy proceedings (collectively the “Debtors”),
by and through its undersigned counsel, files this complaint (the “Complaint”) to avoid and recover
1
The Debtors, along with the last four (4) digits of each Debtor’s federal tax identification number are: Phoenix
1040 LLC (2550); and AmeriFirst Financial, Inc. (4557). The Debtors’ service address is 575 W. Chandler
Boulevard, Suite 225, Unit 236, Chandler, AZ 85225.
2
See Notice of Appointment of Unsecured Creditors Committee [Dkt. No. 122]
Case 25-52101-TMH Doc 1 Filed 08/22/25 Page 2 of 10
transfers against Ocrolus (“Defendant”) and to disallow any claims held by Defendant. In support
of this Complaint, Plaintiff alleges as follows:
NATURE OF THE CASE
1. This Complaint seeks to avoid and recover from Defendant, or from any other
person or entity for whose benefit the transfers were made, all preferential transfers of property of
the Debtors that occurred during the ninety (90) day period prior to the commencement of the
bankruptcy proceedings of the Debtors pursuant to sections 547 and 550 of chapter 5 of title 11 of
the United States Code (the “Bankruptcy Code”).
2. In addition, Plaintiff seeks to disallow, pursuant to sections 502(d) and (j) of the
Bankruptcy Code, any claim that Defendant has filed or asserted against the Debtors or that has
been scheduled for Defendant. Plaintiff does not waive but hereby reserves all of its rights and the
rights of the Debtors to object to any such claim for any reason, including, but not limited to, any
reason set forth in sections 502(a) through (j) of the Bankruptcy Code.
JURISDICTION AND VENUE
3. The United States Bankruptcy Court for the District of Delaware (the “Court”) has
jurisdiction over this adversary proceeding pursuant to 28 U.S.C. § 1334(b).
4. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
5. This adversary proceeding is a core proceeding under 28 U.S.C. § 157(b)(2)(A),
(F) and (O); and the court may enter final orders for matters contained herein.
6. Pursuant to rule 7008-1 of the Local Rules of the United States Bankruptcy Court
for the District of Delaware (“Local Rules”), Plaintiff states that it consents to the entry of final
orders or judgments by the Court if it is determined that the Court, absent consent of the parties,
cannot enter final orders or judgments consistent with Article III of the United States Constitution.
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PROCEDURAL BACKGROUND
7. On August 24, 2023 (the “Petition Date”), the Debtors each commenced a voluntary
case under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware (the “Chapter 11 Cases”). These Chapter 11 Cases are being jointly
administered for procedural purposes only pursuant to rule 1015(b) of the Federal Rules of
Bankruptcy Procedure (the “Bankruptcy Rules”) and Local Rule 1015-1.
8. The Debtors are managing and operating their businesses as debtors in possession
pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been
appointed in these Chapter 11 Cases.
9. On September 15, 2023, the Office of the United States Trustee for the District of
Delaware appointed the Committee pursuant to Section 1102(a)(1) of the Bankruptcy Code. See
Notice of Appointment of Unsecured Creditors Committee [Dkt. No. 122]. Pursuant to the Court’s
August 21, 2025, Order Approving Settlement Agreement (the “Settlement Order”) [Dkt. No. 1090]
by and between the Debtors, the Committee and RCP Credit Opportunities Fund Loan SPV (Fund
III), L.P. and RCP Customized Credit Fund (Fund IV-A), L.P. (“RCP”), the Committee is
empowered and has standing to initiate, file, prosecute, enforce, abandon, settle, compromise,
release, withdraw, litigate to judgment or otherwise resolve avoidance actions that may be brought
by or on behalf of the Debtors or their Estates, including actions or remedies under sections 510,
542, 545, 546 and 547 through 553 of the Bankruptcy Code, save those, not here relevant,
expressly reserved to RCP pursuant to the Settlement Agreement.
PARTIES
10. The Committee, as Plaintiff in this Adversary Proceeding, represents the interests
of the Debtors’ estates and their unsecured creditors. The Committee is comprised of three
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members: Kristen Rahn, Mortgageshots, LLC, and Paragon Micro, Inc. The Committee has
standing to object to claims and investigate, assert, and settle preference claims on behalf of the
Debtors’ estates pursuant to the Settlement Order.
11. Upon information and belief Defendant was, at all relevant times a vendor or
creditor to the Debtors. Upon further information and belief, at all relevant times, Defendant’s
principal place of business was located at 101 Greenwich St, 23rd Fl, New York, NY 10006.
Plaintiff is informed and believes that on that basis that Defendant is an entity residing in and
subject to the laws of New York.
FACTUAL BACKGROUND
12. Prior to the Petition Date, the Debtors maintained business relationships with
various business entities, through which the Debtors regularly purchased, sold, received, and/or
delivered goods and services. The Debtors also regularly paid for services used to facilitate their
business.
13. The Debtors’ financial difficulties that led to the decision to file the voluntary
petitions are attributable to a combination of factors, all of which placed significant stress on the
Debtors’ liquidity position in the months leading up to the Petition Date. A summary of the
Debtors’ prepetition operations, debt structure, and factors that led to the Chapter 11 Cases are set
forth in the Debtors’ Declaration of T. Scott Avila in Support of First Day Motions [Dkt. No. 20]
and are incorporated herein by reference.
14. During the ninety (90) days before the Petition Date, that is between May 26, 2023,
and August 24, 2023 (the “Preference Period”), the Debtors continued to operate their business
affairs, including the transfer of property, either by checks, cashier checks, wire transfers, ACH
transfers, direct deposits, credit card payment, or otherwise to various entities.
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15. Upon information and belief, during the course of their relationship, the Debtors
and Defendant entered into agreements, which are evidenced by invoices, communications and
other documents (collectively, the “Agreements”). The Agreements concerned and related to the
goods and/or services provided by Defendant to the Debtors as described in the “Parties” section
of this Complaint. The payments to the Defendant in respect of the Agreements during the
Preference Period are set forth on the Statement of Account, which is attached hereto and
incorporated by reference as Exhibit A. Such details include “Invoice Number,” “Invoice Date,”
and “Invoice Amount.”
16. The Debtors made transfer(s) of an interest of the Debtors’ property to or for the
benefit of Defendant during the Preference Period through payments aggregating to an amount not
less than $10,000.00 (the “Transfer” or “Transfers”). The details of each Transfer are set forth on
Exhibit A attached hereto and incorporated by reference.
17. Plaintiff also conducted a review and analysis of the readily available information
regarding known and reasonably knowable affirmative defenses available to Defendant under
section 547(c) of the Bankruptcy Code.
18. Based upon Plaintiff’s own due diligence evaluation of the known and reasonably
knowable affirmative defenses to avoidance of the Transfer(s), Plaintiff has determined that
Plaintiff may avoid some or all of the Transfers even after taking into account Defendant’s alleged
affirmative defenses.
19. During the course of this proceeding, Plaintiff may learn (through discovery or
otherwise) of additional transfers made to Defendant during the Preference Period. It is Plaintiff’s
intention to avoid and recover all transfers made by the Debtors of an interest of the Debtors in
property and to or for the benefit of Defendant or any other transferee. Plaintiff reserves its right
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to amend this original Complaint to include: (i) further information regarding the Transfer(s), (ii)
additional transfers, (iii) modifications of and/or revision to Defendant’s name, (iv) additional
defendants, and/or (v) additional causes of action, if applicable (collectively, the “Amendments”),
that may become known to Plaintiff at any time during this adversary proceeding, through formal
discovery or otherwise, and for the Amendments to relate back to this original Complaint.
COUNT I
(Avoidance of Preference Period Transfers – 11 U.S.C. § 547)
20. Plaintiff incorporates all preceding paragraphs as if fully re-alleged herein.
21. As more particularly described in Exhibit A attached hereto and incorporated
herein, during the Preference Period, one or more of the Debtors made Transfers to or for the
benefit of Defendant in an aggregate amount not less than $10,000.00.
22. Each Transfer constituted a transfer of an interest in property of the Debtor and was
made by the Debtors within the Preference Period.
23. Defendant was a creditor of the Debtors within the meaning of 11 U.S.C. §
101(10)(A) at the time of the Transfers. At the time of the Transfers, Defendant had a right to
payment on account of an obligation owed to such Defendant by the Debtors in connection with
its Agreements with the Debtors.
24. The Transfers were to or for the benefit of a creditor within the meaning of 11
U.S.C. § 547(b)(1) because the Transfers either reduced or fully satisfied a debt then owed by the
Debtors to Defendant.
25. Each Transfer was made for, or on account of, an antecedent debt or debts owed by
the Debtors to Defendant before such Transfers were made, as asserted by Defendant and
memorialized in the Agreements, each of which constituted a “debt” or “claim” (as those terms are
defined in the Bankruptcy Code) of Defendant prior to being paid by the Debtors.
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26. The Debtors were insolvent when the Transfers were made. Plaintiff is entitled to
the presumption of insolvency for the Transfers made during the ninety (90) days prior to the
Petition Date pursuant to Section 547(f) of the Bankruptcy Code.
27. As a result of the Transfers, Defendant received more than it would have received
if: (i) the Debtors’ cases were under chapter 7 of the Bankruptcy Code; (ii) the Transfers had not
been made; and (iii) Defendant received payment of its debts under the provisions of the
Bankruptcy Code.
28. In accordance with the foregoing, each Transfer is avoidable pursuant to section
547(b) of the Bankruptcy Code.
COUNT II
(Recovery of Avoided Transfers – 11 U.S.C. § 550)
29. Plaintiff incorporates all preceding paragraphs as if fully re-alleged herein, to the
extent they are not inconsistent with allegations contained in this Count.
30. Plaintiff is entitled to avoid the Transfer(s) pursuant to section 547(b) of the
Bankruptcy Code (the “Avoidable Transfers”).
31. Defendant was the initial transferee of the Avoidable Transfer(s) or the immediate
or mediate transferee of such initial transferee or the person for whose benefit the Avoidable
Transfer(s) were made.
32. Pursuant to section 550(a) of the Bankruptcy Code, Plaintiff is entitled to recover
from Defendant the Avoidable Transfer(s), plus interest thereon to the date of payment and the
costs of this action.
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COUNT III
(Disallowance of all Claims – 11 U.S.C. § 502(d) and(j))
33. Plaintiff incorporates all preceding paragraphs as if fully re-alleged herein, to the
extent they are not inconsistent with allegations contained in this Claim for Relief.
34. Defendant is a transferee of transfers avoidable under sections 547 of the
Bankruptcy Code, which property is recoverable under section 550 of the Bankruptcy Code.
35. Defendant has not paid the amount of the Avoidable Transfer(s), or turned over such
property, for which Defendant is liable under section 550 of the Bankruptcy Code.
36. Pursuant to section 502(d) of the Bankruptcy Code, any and all Claims of
Defendant and/or its assignee, against the Debtors’ chapter 11 estates or Plaintiff must be
disallowed until such time as Defendant pays to Plaintiff an amount equal to the aggregate amount
of the Avoidable Transfer(s), plus interest thereon and costs.
37. Pursuant to section 502(j) of the Bankruptcy Code, any and all Claims of
Defendant, and/or its assignee, against the Debtors’ chapter 11 estates or Plaintiff previously
allowed by the Debtors or by Plaintiff, must be reconsidered and disallowed until such time as
Defendant pays to Plaintiff an amount equal to the aggregate amount of the Avoidable Transfer(s).
PRAYER FOR RELIEF
WHEREFORE, Plaintiff requests that the Court grant the following relief against
Defendant:
A. On Plaintiff’s First, and Second Claims for Relief, judgment in favor of Plaintiff
and against Defendant, avoiding all of the Avoidable Transfers and directing Defendant to return
to Plaintiff the amount of the Avoidable Transfers, pursuant to sections 547(b), and 550(a) of the
Bankruptcy Code, plus interest from the date of demand at the maximum legal rate and to the
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fullest extent allowed by applicable law, together with the costs and expenses of this action
including, without limitation, attorneys’ fees;
B. On Plaintiff’s Third Claim for Relief, judgment in favor of Plaintiff and against
Defendant disallowing any claims held or filed by Defendant against the Debtors until Defendant
returns the Avoidable Transfers to Plaintiff pursuant to sections 502(d) and (j) of the Bankruptcy
Code; and
C. Granting to Plaintiff such other and further relief as this Court may deem just and
proper.
[Remainder of Page Purposefully Left Blank]
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Dated: August 22, 2025
MORRIS, NICHOLS, ARSH & TUNNELL LLP
By: /s/ Donna L. Culver
Donna L. Culver (No. 2983)
Robert J. Dehney, Sr. (No. 3578)
Eric D. Schwartz (No. 3134)
Daniel B. Butz (No. 4227)
Casey B. Sawyer (No. 7260)
1201 North Market Street, 16th Floor
P.O. Box 1347
Wilmington, Delaware 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
Email: dculver@morrisnichols.com
rdehney@morrisnichols.com
eschwartz@morrisnichols.com
dbutz@morrisnichols.com
csawyer@morrisnichols.com
Counsel for
Official Committee of Unsecured Creditors.
-AND-
GLENN AGRE BERGMAN & FUENTES LLP
By: /s/ Andrew K. Glenn
Andrew K. Glenn (admitted pro hac vice)
Kurt A. Mayr (admitted pro hac vice)
Malak S. Doss (admitted pro hac vice)
1185 Avenue of the Americas, 22nd Floor
New York, New York 10036
Tel: (212) 970-1600
E-mail: aglenn@glennagre.com
kmayr@glennagre.com
mdoss@glennagre.com
Special Litigation Counsel for
Official Committee of Unsecured Creditors.
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