## Facts

- Triple A & R Capital Investment, Inc., a single-asset real estate debtor, owned a shopping center in Puerto Rico encumbered by a mortgage securing a commercial loan.
- After loan defaults, the debtor and the lender executed a forbearance and amendment agreement that included a contractual waiver consenting to relief from the automatic stay in any later bankruptcy filing.
- Triple A & R filed for Chapter 11 relief; the secured creditor’s successor-in-interest, PRLP 2011 Holdings LLC, sought relief from the automatic stay under 11 U.S.C. § 362, relying on the waiver.
- After stay-relief litigation began, the debtor and PRLP entered into a court-approved cash-collateral/adequate-protection stipulation that expressly ratified the prepetition stay waiver postpetition.
- The debtor later opposed enforcement, arguing the waiver (and ratification) was invalid as contrary to Puerto Rico law and bankruptcy policy and not binding on the debtor-in-possession or estate.

## Issues

1. Whether a debtor’s prepetition contractual waiver of the protections of the automatic stay may be enforced (or materially weighed) on a motion for relief from stay under 11 U.S.C. § 362.
2. Whether a debtor-in-possession can postpetition ratify a prepetition stay waiver through a court-approved cash-collateral/adequate-protection stipulation, binding the estate.
3. Whether Puerto Rico contract law or public-policy objections render such a stay waiver unenforceable.

## Decision

- The bankruptcy court granted PRLP relief from the automatic stay.
- The court upheld the enforceability of the prepetition stay waiver, emphasizing that it was clear, explicit, and unambiguous.
- The court treated the waiver as a significant factor supporting “cause” for stay relief under § 362(d), rather than as self-executing elimination of the stay.
- The court enforced the debtor-in-possession’s postpetition ratification of the waiver contained in the court-approved cash-collateral/adequate-protection stipulation.
- The court rejected the debtor’s arguments that Puerto Rico law or bankruptcy policy rendered the waiver null or ineffective under the circumstances presented.

## Legal Principles

- A prepetition waiver of the automatic stay is not per se unenforceable; where the waiver is clear, explicit, and unambiguous, a bankruptcy court may enforce it or give it substantial weight in deciding relief from stay under § 362(d).
- A debtor-in-possession may ratify a prepetition stay waiver postpetition through a court-approved stipulation (including cash-collateral and adequate-protection agreements), and the ratification may bind the estate.
- State/territorial contract-law challenges to a stay waiver generally fail absent a concrete legal prohibition or contract defect; negotiated commercial terms between sophisticated parties support enforceability.
- Enforcement of a stay waiver is assessed in the context of § 362(d) and the case’s equities, including the parties’ postpetition conduct and agreements approved by the court.

## Conclusion

The bankruptcy court granted stay relief to the secured creditor, holding that a clearly drafted prepetition stay waiver—reinforced by the debtor-in-possession’s postpetition, court-approved ratification—could be enforced and provided strong support for relief from the automatic stay under § 362(d).


In re Triple A & R Cap. Inv., Inc., 519 B.R. 581 (Bankr. D.P.R. 2014)