Rabbit Ridge’s New Owner — Fluid Wine Fund I — Poised For Future Built On Tangled Bankruptcy Assets

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Rabbit Ridge Winery’s survival depends on an extensive web of creative legal and corporate moves that have, so far, out-maneuvered its creditors and the bankruptcy system by transferring assets to what it believes constitute safe-havens.

The moves involve four bankruptcies, three key players,  multiple new business entities (two in use before becoming legal entities), and a property lender who might be out $9 million or more depending on the outcomes of 2021 foreclosure sales.

Key Players

Erich Lee Russell  – Provider of assets in play

Founder (along with his wife Joanne) of Kansas-registered Rabbit Ridge Winery Inc. Erich Russell filed (and later abandoned) two Chapter 11 Filings in early 2020.

[redacted]

Leroy Emerson Codding IV  – Apparent mastermind

• Erich Russell’s financial bankruptcy advisor.
• Filed for Chapter 13 personal bankruptcy, March 8, 2016.
• Manager of Northern Holdings LLC. Northern Holdings which filed Chapter 11 on October 28, 2020
• Newly CEO of Rabbit Ridge Wine Sales Inc. (RRWSI) the winery’s main operating unit
• Officer (and possibly owner) of Fluid Wine Fund I LLC, a Nevada Corporation registered March 3, 2020.

Steven Jones – CFO and coordinator of entities involved

• Formerly CFO at Rabbit Ridge Winery,
• CFO of Rabbit Ridge Wine Sales, Inc,
• CFO of Northern Holdings, RR Holding Company LLC, (Calif)
• CFO of  California-registered Fluid Wine Fund LLC. May also be associated with Fluid Wine Fund I LLC Nevada

Key Entities

Wine Industry Insight has made lengthy efforts to locate associated entities, but there is no assurance that these constitute a full set of connected entities. In researching and writing this article, confirmation or discovery of any new fact has inevitably led to the discovery of new information that leads to a continual editing cycle.

• Farm Credit West, lienholder of real estate owned at the beginning of this process by Erich Russell.
• Rabbit Ridge Winery – [redacted]
• Rabbit Ridge Wine Sales, Inc. (RRWSI) –[redacted]
• RR Holding Company LLC – [redacted]
• Fluid Wine Fund LLC (Calif) – [redacted]
• Fluid Wine Fund 1 LLC (Nevada) – [redacted]
• Fluid Wine Fund LLC and Fluid Wine Fund I LLC are not the same legal entity.
• Westwood Capitol, Calif UCC filing lists co-debtors Northern Holdings, RRWSI and “Rabbit Ridge” (no specific entity named).
• Rabbit Ridge Holdings LLC,  BLC finance company. [redacted]

Key Assets

• Real estate financed by Farm Credit West (FCW). Loan originally belonging to Joanne and Erich Russell. (Also probably as part of RRWSI)
• Intellectual property, inventory and other non-real estate assets owned by RRWSI, originally owned by shareholders Joanne and Erich Russell.

 

---

Main Asset #1: Real Estate And How Farm Credit West Might Lose At Least $9.7 Million

[redacted]

 

The Lien — [redacted]

 

Solid Bid —[redacted]

 

Potential OverBid —     [redacted]

The property being auctioned is the most valuable of three and is expected to bring the largest part of any real estate recovery. Great disagreement over property values and their possible change over time makes it impossible to determine how much FCW may eventually recover.

 

Steven Jones, CFO and partner with Codding, contends that the value of the real estate is sufficient to cover FCW’s loans. However,  dueling appraisals have cast doubt on that as well as did a failed first attempt to auction off the most valuable real estate parcel that was canceled for lack of a minimum bid.

 

Timeline: Moving Real Estate Loans and Other Assets To “Safe Havens”

Dates for events have often been recorded slightly differently depending on which court or public document has been sourced. We have made every attempt to locate the first use.

 

 2019/2020

 

In 2019 and 2020, Farm Credit West (FCW) unsuccessfully attempted to obtain required payments for $20+ million in real estate loans owed by Erich and Joanne Russell, as well as RRWSI.

 

While specific assets under a registered lien are not identified, a look at Rabbit Ridge UCC filings, especially after the sale to Fluid Wine Fund I LLC offers hints at the breadth of the assets with recorded liens.

 

[redacted]

 

[redacted]

 

[redacted]

 

Jan. 10, 2020

 

Eric Russell filed Chapter 11 #10035, in his name only, to forestall land foreclosure by Farm Credit West (VCW). Assets listed in that filing do not include FCW.

 

That bankruptcy filing did not list real estate as an asset, nor FCW as a secured creditor. The filing did list a $33, 430 debt to Umpqua Bank as the only unsecured creditor.

 

[redacted]

 

[redacted]

 

Jan. 23, 2020

Eric Russell files a second  Chapter 11  — #100114. A full set of assets and creditors — including FCW — are included.

 

Feb. 3, 2020

 

Court dismisses Chapter 11 #100114. Bankruptcy rules forbid a company or individual from filing a bankruptcy within 180 days of a previous one.

 

[redacted]

 

2020 – Specific date unknown

 

Bankruptcy documents indicate that Leroy Emerson Codding IV became a financial advisor to Russell.

 

Codding has personal experience with bankruptcy, having filed a Chapter 13 on March 8, 2016, in the same bankruptcy court as Northern Holdings and Russell.

 

[redacted]

 

March 23, 2020

 

By a stipulation filed with the court, FCW offered both Russells (and RRWSI) as co-debtors settlement in which FCW agreed to drop its legal actions to recover almost $19.632 million it received a $15.4  million payment by July 24. The declaration, approved by the court, also prohibited the Russells and RRWSI from filing another Chapter 11 before Sept. 1, 2020.

 

Jun. 18, 2020

 

Rabbit Ridge Holdings LLC Registered by Frederic A. Mills III of BLC “Bank-Alternative Lending…” No confirmed connection with other Rabbit Ridge winery entities.

 

Jun. 19, 2020

 

Bankruptcy #10035 was dismissed at Russell’s request.

 

Russell’s request for dismissal of case #10035 stated that an undisclosed lender who had offered to pay the $15.4 million had requested the dismissal which would then allow the undisclosed lender to pursue a separate case in San Luis Obispo County Court.

 

June 19, 2020

 

As agreed in the March 23, 2020 declaration, FCW  renewed its effort to foreclose on the property.

 

Aug. 27, 2020

 

[redacted]

 

Sep. 22, 2020

 

[redacted]

 

Oct. 27, 2020

 

RRWSI transferred to Northern Holding LLC. New  CEO, Leroy Codding; CFO, Steven Jones

 

 

Oct. 27, 2020

Northern Holdings LLC sells RRWSI intellectual property, inventory, and other non-real estate to Fluid Wine Fund I LLC which will not become a formally legal entity until it is incorporated on March 3, 2021 .

Sales Document

Note: Leroy Codding is both the Seller and Buyer.

 

 

Original below.

 

March 3, 2021, Date out of sequence

 

Fluid Wine Fund I becomes a legal entity in Nevada.

 

Oct. 28, 2020

 

Rabbit Ridge property deed transferred/quitclaimed by Erich Harold to Northern Holdings, LLC the day before its bankruptcy filing.

 

Court filings indicate that consideration for the sale was for a $6.4 million promissory note. No cash.

 

Discrepancy in sale prices between bankruptcy and San Luis Obispo County.

 

[redacted]

 

Nov. 5, 2020, Date out of sequence

 

Northern Holdings LLC files incorporation registration with the California Secretary of State to become a legal entity.

 

Oct 28, 2020

 

With foreclosure pending, Northern Holdings LLC files Chapter 11 bankruptcy still holding FCW liens but without RRWSI assets.

 

[redacted]

 

Apr 8, 2021

 

Lee Codding was added as an officer to Fluid Wine Fund I LLC (Nev).

 

May 21, 2021

 

Westwood Capital — [redacted]

 

Fluid Wine Fund Off To A Running Start

 

[redacted]

 

Clouds?

 

[redacted]

 

Previous Wine Industry Insight Articles on Rabbit Ridge

• Riboli drilling test water wells for possible Rabbit Ridge Winery Purchase
• Simultaneously evicted and not. Is Rabbit Ridge the Schrödinger’s Cat of Wineries?
• Rabbit Ridge Winery Bankruptcy Trustee Hires Farm Operator for 2021 Harvest; Most Grapes Still Unsold
• Deadlines and dueling appraisals set up Rabbit Ridge Winery property for an existential turning point in mid-June
• Unusual court proceedings mark bankruptcy auction for Rabbit Ridge Winery property scheduled for June 10 auction

Court filings and other documents available for download by premium subscribers.

 

• NorthernHoldings-ECF60- (290 pages)-USTrustee-MotionToDismissOrConvertCaseToChapt7-021621.pdf
• NorthernHoldings-SecretaryOfState-FullRegistratipn-LLC-317.pdf
• ECF-1-NorthernHoldings-ECF-VoluntaryPetitionorNon-individualsFilingBankruptcy-102820.pdf
• ECF3-NorthernHoldings-Chapter11-StatementOfRelatedCases-102920.pdf
• ECF-38-STATUS REPORT-DECLARATION-LEROY-CODDING-122320.pdf
• ECF17-NorthernHoldings-AssetsAndLiabilities-111020.pdf
• ECF28-NorthernHolding-SupplementalDeclarationOppositionToMotionForReliefFromAutomaticStay-112320.pdf
• ECF3-NorthernHoldings-Chapter11-StatementOfRelatedCases-102920.pdf
• ECF24-incl-appraisal-NorthernHoldings-DEBTORS-OPPOSITION-TO-MOTION-RELIEF-FROM-AUTOMATIC-STAY-111620.pdf
• ECF28-NorthernHolding-SupplementalDeclarationDebtor-OppositionToMotionForReliefFromAutomaticStay-112320.pdf
• ECF59-NorthernHoldings-Chapter11-ReceiptsAndDisbursements-021621.pdf
• ECF60-NorthernHoldings-TrusteeFiling-HUGE-44MB-FILE-021621.pdf
• ECF-65-NorthernHoldings-COMPEL-ACCOUNTANT-COMPLIANCE-WITH-SUBPOENA-022521.pdf
• ECF65-1-NorthernHoldings-COMPEL-ACCOUNTANT-COMPLIANCE-WITH-SUBPOENA-022521.pdf
• ECF70-NorthernHoldings-FCW-OPPOSITION-DEBTOR-APPLICATION-AUTHORITY-EMPLOY-HILCO-031521.pdf
• ECF70-1-NorthernHoldings-FCW-DECLARATION-appraisal-KILGORE-FCW-OPPOSITION-TO-HILCO-APPLICATION-031521.pdf
• ECF80-NorthernHoldings-REPLY-TO-FCW-OPPOSITION-TO-EMPLOY-HILCO-030821.pdf
• ECF81-NorthernHoldings-OPPOSITION-TO-MOTION-BY-TRUSTEE-TO-DISMISS-OR-CONVERT CASE-030821.pdf
• ECF82-NorthernHoldings-TRUSTEE-REPLY-FURTHER-SUPPORT-MOTION-TO-DISMISS-CONVERT-031521.pdf
• ECF108-NorthernHoldings-Chapter11-NorthernRequestToContinueAutomaticStay-021621.pdf
• 2019-ForeclosureSaleNotice-SLO.pdf
• NorthernHoldingsLLC-Calif-SoS-Registration.pdf
• HilcoPropertybrochure-paso-robles-ca-2.pdf
• ECF100-1Russell-Chapter11-ArgumentForVoluntaryDismissal-051120.pdf
• ECF100-2Russell-Chapter11-051120.pdf
• RussellCh11-ECF53-1-MEMORANDUM-POINTS-AUTHORITIES-FCWMOTION-RELIEF-FROM-AUTOMATIC -STAY-030320.pdf
• RussellCh11-ECF53-2-MEMORANDUM-POINTS-AUTHORITIES-FCWMOTION-RELIEF-FROM-AUTOMATIC -STAY-030320.pdf
• ECF112-SUPPLEMENT-BY-US-TRUSTEE-SUPPORT-MOTION-TO-DISMISS-OR-CONVERT-051321.pdf
• ForeclosureSaleNotice-2019-SLO.pdf
• NorthernHoldings-SoS2-RetrievePDF-317.pdf
• NorthernHoldingsLLC-Calif-SoS-Registration.pdf
• brochure-paso-robles-ca-2.pdf