Committee of Unsecured Creditors for ESJ Towers, I v. De Angel & Compania CPA, LLC et al

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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF PUERTO RICO
IN RE:
ESJ TOWERS, INC.
Debtor
CASE NO. 22-01676 (ESL)
CHAPTER 11
ESJ TOWERS, INC
Plaintiff
vs.
LUIS DANIEL MUÑIZ, and DE
ANGEL & COMPAÑÍA CPA, LLC
Defendants
ADV. PROC. 25-00036
FILED AND ENTERED 5/28/2026
OPINION AND ORDER
This adversary proceeding is before the court upon the Motion to Dismiss the Amended
Complaint at Dkt. No. [31] Pursuant to Fed. R. Civ. P. 12(b)(6) & for Term of Twenty (20) Days
to File Final Application for Compensation nunc pro tunc filed by codefendant Luis Daniel Muñiz
(“Muñiz”) on January 21, 2026 (the “Motion to Dismiss”, dkt. #76) and the Response filed by the
Official Committee of Unsecured Creditors (the “UCC” or the “Committee”) of ESJ Towers, Inc.
(the “Debtor”), on January 24, 2026 (the “Response”, dkt. #82), as supplemented by the Motion
to Schedule Remote Case Management Conference filed on May 3, 2026 (dkt. #135).
For the reasons stated herein, the Motion to Dismiss is hereby DENIED.
PROCEDURAL BACKGROUND
1. 	The Committee filed the instant adversary proceeding Complaint against Muñiz
and De Angel & Compañía CPA, LLC (“DAC”) on July 20, 2025 (dkt. #1). An Amended
Complaint was subsequently filed on October 30, 2025 (dkt. #31).
2. 	The Amended Complaint includes two (2) counts related to Muñiz. In Count I, the
Committee alleges that Muñiz was not allowed fees on a final basis and, thus, requests the court
to enter an order requiring Muñiz to disgorge the full amount that he was paid by the Debtor
($73,500.00). See, dkt. #1, ¶¶49-51. Meanwhile, in Count II the Committee seeks to avoid the
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$52,500.00 of allegedly unauthorized payments made to Muñiz by the Debtor between April 2023
and May 2024. See, dkt. #1, ¶¶52-54.
3. 	The key allegations in the Amended Complaint related to Muñiz are the following:
20. On July 14, 2022, roughly a month after the Petition Date, the
Debtor filed an application to employ [Muñiz] as special counsel for
a wide variety of matters (the “Original Muñiz Application”).
21. The Original Muñiz Application proposed to pay [Muñiz] a
“retainer” of $3,500 per month for up to 30 hours of work, and
$150.00 per hour for any work in excess of the 30 hours.
22. The United States Trustee as well as the HOA initially objected
to the Muñiz Application on the grounds that [Muñiz]’s pre-petition
work had included representing entities that were adverse to the
Debtor on matters for which the Muñiz Application sought to
employ him.
23. On January 27, 2023, after the Court had approved, but then
vacated, [Muñiz]’s engagement, the Debtor filed a new motion to
retain 	[Muñiz] 	as 	special 	counsel 	(the 	“Second 	Muñiz
Application”), 	but 	with 	[Muñiz]’s 	proposed 	engagement 	now
limited to “horizontal property and timeshare law[] matters.”
24. Despite his substantially more limited role, the Second Muñiz
Application proposed to pay [Muñiz] the same “retainer” as the
original application.
25. After the HOA (but not the UST) renewed its objection to the
renewed Muñiz Application, the Court granted it — on February 9,
2023 (the “Muñiz Order”).
26. On March 3, 2023, less than a month after the Muñiz Order,
[Muñiz] filed an interim fee application pursuant to section 331 of
the Bankruptcy Code (the “Interim Muñiz Fee Application”).
27. The Interim Muñiz Fee Application requested $21,000 — that
is, $3,500 for six months of work from July 2022 through February
2023, but excluding December 2022 and January 2023.
28. The interim application misstated that [Muñiz] had filed his
amended employment application in late August, not late January
2022.
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29. [Muñiz] had billed a total of 78.75 hours during the six months
for which he was requesting $21,000 (at $3,500 per month): July
(16.25); August (16.5); September (19.5); October (8.5); November
(8.5); and February (9.5).
30. Of the 78.75 hours for which [Muñiz] sought compensation,
nearly 70 were worked during the period for which his services were
not approved.
31. On April 3, 2023, when no one had objected to the Interim
Muñiz Application, the Court entered an Order granting it (the
“Interim Muñiz Fee Award”).
32. On March 28, 2023, shortly after the Court entered the Interim
Muñiz Award, the Debtor paid [Muñiz] $21,000 (the “Interim
Muñiz Payment”).
33. During the ensuing 14 months, through May 24, 2024, the
Debtor paid [Muñiz] another $52,500, all without court approval
(the “Unauthorized Muñiz Payments,” and collectively with the
“Interim Muñiz Payment,” the “Total Muñiz Payments”).
34. The dates and amounts of the Muñiz Payments are set forth in
Exhibit A hereto, which is incorporated herein and made a part of
this Amended Complaint for all purposes.
35. [Muñiz] did not file a final fee application before (or after) the
Administrative Expense Claim Bar Date.
Dkt. #31, ¶¶20-35.
4. 	After requesting multiple extensions of time to file a responsive pleading (dkt. #47,
57, 66), which were granted by the court (dkts. #48, 58, 67), on January 21, 2026, Muñiz filed the
Motion to Dismiss (dkt. #76). The Committee filed the Response on January 24, 2026 (dkt. #82).
Muñiz sought leave to file a reply to the Response (dkt. #94), which was granted by the court (dkt.
#95). However, Muñiz did not file a reply.
5. 	On May 26, 2026, the court entered a Partial Judgment of Dismissal with Prejudice
as to Defendant [DAC] (dkt. #145) after DAC and the Committee entered into a Settlement
Agreement and Mutual Release as to the Committee’s claims against DAC. The Committee’s
claims against Muñiz remain pending.
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POSITION OF THE PARTIES
1. 	Muñiz’ Position in the Motion to Dismiss
Muñiz argues in the Motion to Dismiss “that the issues raised by the UCC in relation to
the compensation received by the Defendant can be entertained with a final application for
compensation Nunc Pro Tunc, that will be submitted for the consideration of the Court in the
following 20 days. All parties in interest will have the opportunity to review said final Application
for Compensation and file any objections if they understand it necessary.” Dkt. #76, ¶3. Further,
Muñiz posits that the Committee “failed to assert an actionable claim for relief” against him,
“even when the non-conclusory allegations in the Amended Complain are assumed to be true”.
Dkt. #76, ¶18. Lastly, Muñiz argues that the filing of an adversary proceeding, “instead of filing
an objection to the Final Fee Application for Compensation is the incorrect mechanism to
entertain the matter before the [c]ourt”. Dkt. #76, ¶21.
2. 	The Committee’s Position in the Response
In the Response, the Committee states that “the motion nowhere argues that the Amended
Complaint’s allegations fail to provide [Muñiz] with notice of a substantively plausible claim.
Nor does the motion attempt to explain why — even if the Bankruptcy Code or the Confirmed
Plan would allow the Court to enter a nunc pro tunc fee award — [Muñiz] would qualify for such
extraordinary relief here.” Dkt. #82, p. 4.
In addition, in its Motion to Schedule Remote Case Management Conference (dkt. #135),
the Committee states that as “it pertains to [Muñiz], the proceeding seeks the avoidance, recovery
and disgorgement of a total of $73,500 that the Debtor paid [Muñiz] as the Debtor’s court-
approved special counsel, with [Muñiz] having received $52,500 of that amount without any court
approval, and the other $21,000 through an interim, but not a final, fee award.” Dkt. #135, ¶3.
Therefore, the Committee alleges and concludes that, “in view of [Muñiz]’s (a) failure to file a
fee application, (b) refusal to engage in meaningful settlement negotiations, (c) rejection of the
Committee’s request for his time records for the period for which he received $52,500, and (d)
position that he will provide the Committee with none of the Debtor’s records or of [Muñiz]’s
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work product as the Debtor’s counsel — rescheduling of the settlement conference, or the
scheduling of any other hearings involving [Muñiz], would not be productive until the Court has
had time to rule on the [Motion to Dismiss].” Dkt. #135, ¶14.
LEGAL STANDARD AND DISCUSSION
i. 	Motions to Dismiss under Fed. R. Civ. P. 12(b)(6)
“The purpose of a motion to dismiss under Fed. R. Civ. P. 12(b)(6) is to assess the legal
feasibility of a complaint, not to weigh the evidence which the plaintiff offers or intends to offer.”
Velez-Arcay v. Banco Santander de P.R. (In re Velez-Arcay), 499 B.R. 225, 230 (Bankr. D.P.R.
2013), citing Ryder Energy Distribution Corp. v. Merrill Lynch Commodities, Inc., 748 F.2d 774,
779 (2nd Cir. 1984); Citibank, N.A. v. K-H Corp., 745 F. Supp. 899, 902 (S.D.N.Y. 1990).
Fed. R. Civ. P. 8(a)(2), applicable to adversary proceedings through Fed. R. Bankr. P.
7008, mandates that complaints contain a “short and plain statement of the claim showing that
the pleader is entitled to relief.” “Although detailed factual allegations are not required, the Rule
does call for sufficient factual matter”. Surita-Acosta v. Reparto Saman Inc. (In re Surita-Acosta),
464 B.R. 86, 90 (Bankr. D.P.R. 2012). Therefore, to survive a Fed. R. Civ. P. 12(b)(6) motion to
dismiss, a complaint must contain sufficient factual matter that, accepted as true, “state[s] a claim
to relief that is plausible on its face.” Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007).
A claim has facial plausibility when the pleaded factual content allows the court to draw the
reasonable inference that the defendant is liable for the misconduct alleged. Id. at 556, 127 S.Ct.
1955. The Twombly standard was further developed in Ashcroft v. Iqbal, 556 U.S. 622 (2009),
advising lower courts that “determining whether a complaint states a plausible claim for relief
will ... be a context-specific task that requires the reviewing court to draw on its judicial
experience and common sense.” Ashcroft v. Iqbal, 556 U.S. at 679. “In keeping with these
principles, a court considering a motion to dismiss can choose to begin by identifying pleadings
that, because they are no more than conclusions, are not entitled to the assumption of truth. While
legal conclusions can provide the framework of a complaint, they must be supported by factual
allegations. When there are well-pleaded factual allegations, a court should assume their veracity
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and then determine whether they plausibly give rise to an entitlement to relief.” Id. In sum,
allegations in a complaint cannot be speculative and must cross “the line between the conclusory
and the factual”. Peñalbert-Rosa v. Fortuño-Burset, 631 F.3d 592, 595 (1st Cir. 2011). “[A]n
adequate complaint must provide fair notice to the defendants and state a facially plausible legal
claim.” Ocasio-Hernandez v. Fortuño-Burset, 640 F.3d 1, 11 (1st Cir. 2011).
In Schatz v. Republican State Leadership Committee, 669 F.3d 50, 55 (1st Cir. 2012), the
U.S. Court of Appeals for the First Circuit established a two-step standard for motions to dismiss
under Fed. R. Civ. P. 12(b)(6). Step one: isolate legal conclusions. Step two: take the complaint's
well-pleaded (non-conclusory) allegations as true, drawing all reasonable inferences in favor of
the plaintiff and determine if they plausibly narrate a claim for relief. Also see Pérez v. Rivera (In
re Pérez), 2013 WL 1405747 at *3, 2013 Bankr. LEXIS 1561 (Bankr. D.P.R. 2013); Zavatsky v.
O'Brien, 902 F. Supp. 2d 135, 140 (D. Mass. 2012); Guadalupe-Báez v. Pesquera, 819 F.3d 509,
(1st Cir. 2016).
This court in Hotel Airport, Inc. v. Best W. Int'l Inc. (In re Hotel Airport, Inc.), 2014 WL
4661943 (Bankr. D.P.R. 2014) held that the court would not dismiss an adversary proceeding
based solely on procedural grounds alone because that would elevate form over substance and
increase the cost of litigation without benefitting either party.
ii. 	Discussion
The court agrees with the Committee’s position in the Response. The conclusory and
unsupported allegations in the Motion to Dismiss do not adequately contest the well-plead
allegations in the Amended Complaint as to the Committee’s claims against Muñiz. In addition,
as of this date and over four (4) months after the filing of the Motion to Dismiss, no final
application for compensation has been filed by Muñiz. Moreover, contrary to Muñiz’ assertion,
an adversary proceeding, such as the instant case, is the proper method to recover the money
allegedly paid improperly to Muñiz by the Debtor. See, Fed. R. Bankr. P. 7001(a).
CONCLUSION
In view of the foregoing, the Motion to Dismiss filed by Muñiz is hereby DENIED.
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Consequently, a Pretrial Conference will be scheduled in a separate order.
IT IS SO ORDERED.
In San Juan, Puerto Rico, this 28 th day of May 2026.
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