Cornerstone Capital Strategies, LLC et al v. White Mountain Organic Growers' Association, LLC et al

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW HAMPSHIRE
Cornerstone Capital Strategies,
LLC et al
v. Civil No. 25-cv-375-LM-TSM
Opinion No. 2025 DNH 136 P
White Mountain Organic
Growers’ Association, LLC et al
O R D E R
Plaintiffs Cornerstone Capital Strategies, LLC and Adams Investments, LLC
filed this foreclosure action against defendants White Mountain Organic Growers’
Association, LLC (“White Mountain”) and Catherine Brown more than four years
ago in New Hampshire Superior Court. In August 2025, the New Hampshire
Supreme Court summarily affirmed the Superior Court’s judgment in favor of the
plaintiffs. Four days after the Supreme Court denied defendants’ motions for
reconsideration and to remand the matter to Superior Court for a new trial,
defendants removed this action to this court.
Presently before the court is plaintiffs’ motion to remand. See doc. no. 9.
Defendants object (doc. no. 20) and also request various other forms of relief (doc.
nos. 19, 21, 22, 23). For the following reasons, the motion to remand (doc. no. 9) is
granted and defendants’ motions (doc. nos. 19, 21, 22, 23) are denied.
BACKGROUND
I. Factual Background
The Superior Court held a bench trial on April 9, 2024 and subsequently
rendered the following findings of fact. On or about March 5, 2015, plaintiffs loaned
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$250,000 to White Mountain, evidenced by a promissory note and a loan agreement
bearing the same date. The note is secured by a mortgage encumbering certain real
property in Errol, New Hampshire (“the property”). The term of the note was for
only six months, at which point the entire balance of the principal became due and
owing. In addition, the loan agreement prohibits the transfer of the property to a
third party without plaintiffs’ consent.
Brown was the principal of White Mountain and signed the note, mortgage,
and loan agreement in her capacity as sole member of White Mountain. She also
personally guaranteed the note, loan agreement, and mortgage. In addition, Brown
signed an “Affidavit of Non-Residency” acknowledging and agreeing that the loan
was made for commercial and business purposes only, and that she would not be
living in the property or otherwise using it for residential purposes.
Immediately after closing, Brown and her spouse, Suzanne Brown, moved
into the property and began using it as a summer residence. And, while the balance
of the note became due and owing on October 1, 2015, defendants have not made
regular payments on the note and have not satisfied the note since it has matured.
The last payment was on November 8, 2017.
Plaintiffs have been attempting to foreclose on the mortgage since 2018.
However, according to the Superior Court, defendants have “deliberately stalled any
finality” to plaintiffs’ foreclosure efforts. Doc. no. 9-2 at 5. For example, Brown
caused White Mountain to transfer title to the property to herself in violation of the
loan agreement. One day after recording the transfer, Brown filed a petition to
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enjoin a foreclosure sale of the property. Defendants have also filed four separate
bankruptcies since 2018, the last of which the Bankruptcy Court (Harwood, J.)
found was filed “in bad faith and as a part of a scheme to delay and hinder the
Mortgagees’ foreclosure efforts.” In re Brown, Bk. No. 21-10610-BAH, doc. no. 46 at
2 (Bankr. D.N.H. Mar. 18, 2022). Indeed, Judge Harwood found that “[t]he record in
this case and the prior three cases ‘demonstrates an abuse of the bankruptcy
process through multiple filings with the sole purpose of frustrating the legitimate
efforts of [the Mortgagees] to recover their collateral.’” Id. at 17 (alterations in
original) (quoting In re Henderson, 395 B.R. 893, 901 (Bankr. D.S.C. 2008)). In
addition, defendants filed multiple unauthorized and frivolous interlocutory appeals
with the New Hampshire Supreme Court, and also filed two petitions to enjoin
foreclosures, both of which were dismissed. Between 2018 and April 2024, plaintiffs
unsuccessfully attempted to foreclose on the property six different times.
II. Procedural History
Plaintiffs brought the instant case in Superior Court on June 15, 2021. The
complaint contains three counts:
• Count I: Breach of contract, alleging that defendants
breached the loan agreement, promissory note, and
personal guaranty by failing to pay sums due and owing.
• Count II: Unjust enrichment, alleging that defendants
have been unjustly enriched by failing to pay amounts
due and owing.
• Count III: Fraudulent conveyance in violation of RSA
545-A:1 et seq., alleging that Brown improperly caused
White Mountain to transfer the property to herself.
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The complaint states that plaintiffs are Rhode Island limited liability companies,
that White Mountain is a New Hampshire limited liability company, and that
Brown is a New Hampshire resident and the sole member of White Mountain.
Among other things, the complaint sought damages in the amount of the balance
owed on the loan. The complaint alleged that that amount was $411,513.61 as of
March 31, 2021.
Defendants did not answer plaintiffs’ complaint, and the Superior Court
entered a default. The Superior Court thereafter granted defendants’ motion for
entry of judgment and scheduled a bench trial to determine plaintiffs’ damages. The
bench trial occurred on April 9, 2024. The Superior Court found and ruled that
White Mountain and Brown are jointly and severally liable to plaintiffs in the
amount of $453,640.69, and further ruled that plaintiffs may commence foreclosure
proceedings on the property.
Defendants thereafter appealed the Superior Court’s order to the New
Hampshire Supreme Court. On August 27, 2025, the Supreme Court summarily
affirmed the Superior Court’s order. Defendants moved for reconsideration and also
simultaneously moved to stay and remand the proceedings for a new trial. The
Supreme Court denied defendants’ post-affirmance motions on September 25, 2025.
Four days later, defendants filed a notice of removal of the instant action in
this court. The notice states that defendants remove the action “pursuant to 28
U.S.C. §§ 1332, 1441, 1446, and 1447.” Doc. no. 1 at 1-2; accord id. at 4. The notice
does not state that removal is pursuant to 28 U.S.C. § 1331.
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DISCUSSION
A defendant may remove from state to federal court a civil action over which
the federal court would have had original jurisdiction. 28 U.S.C. § 1441(a).
Ordinarily, the defendant’s notice of removal must be filed within thirty days of the
defendant’s receipt of the plaintiff’s initial pleading. Id. § 1446(b)(1). But “if the case
stated by the initial pleading is not removable,” the defendant may file a notice of
removal within thirty days of receipt “of an amended pleading, motion, order or
other paper from which it may first be ascertained that the case is one which is or
has become removable.” Id. § 1446(b)(3); see also New Hampshire v. 3M Co., 665 F.
Supp. 3d 215, 229-30 (D.N.H. 2023) (“In practice, the 30-day clock begins if either
one of two conditions exists: (1) the case stated by the initial complaint is removable
or (2) subsequent papers allow the defendant to ascertain removability.”), aff’d, 132
F.4th 556 (1st Cir. 2025).
Here, defendants do not dispute that plaintiffs’ initial pleading stated claims
over which this court would have had original jurisdiction pursuant to 28 U.S.C.
§ 1332. See doc. no. 26-1 (complaint). The complaint asserts that plaintiffs are
Rhode Island limited liability companies, that White Mountain is a New Hampshire
limited liability company, and that Brown is a New Hampshire resident. Moreover,
the complaint makes clear that plaintiffs sought damages in excess of $75,000.
Thus, plaintiffs’ initial pleading “provide[d] the defendant[s] with sufficient
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information to easily determine that the matter [was] removable,”1 and the thirty-
day clock began running when defendants received that pleading at or around the
time of its filing in June 2021. Pazol v. Tough Mudder Inc., 819 F.3d 548, 557 (1st
Cir. 2016). “Unless the issue is waived, a case removed after the 30-day clock begins
and ends must be remanded.” 3M Co., 665 F. Supp. 3d at 230. Defendants’ removal,
instituted more than four years after they received plaintiffs’ complaint, is
untimely, and this case must be remanded.
Defendants disagree. First, defendants request that this court stay
consideration of plaintiffs’ remand motion to permit defendants to obtain evidence
they claim is necessary to show the propriety of removal. See doc. no. 19 (motion to
stay ruling). Despite the notice of removal’s citations to § 1332 and “the diversity of
the parties and [the] amount in controversy,” doc. no. 1 at 2-4, defendants contend
that the notice of removal’s reliance upon § 1332 was a “scrivener’s error” and an
“unintentional oversight by pro se litigants,” and that “[t]he intended and
substantive basis for removal . . . is Federal Question jurisdiction under 28 U.S.C.
§ 1331.” Doc. no. 22 at 2 (emphasis omitted) (motion for leave to amend notice of
removal). Defendants assert that plaintiffs filed a false criminal complaint against
defendants on or about September 20, 2020, but that defendants “were unaware of
the specific nature of this suppressed document until September 16, 2025.” Doc. no.
23 at 3 (motion to reconsider denial of motion for subpoena). They further assert
1 Indeed, the notice of removal cites § 1332 as grounds for removal and asserts
that the case is removable pursuant to “the diversity of the parties and [the] amount
in controversy.” Doc. no. 1 at 3.
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that they need this document to substantiate their assertion that removal was
proper under § 1331, that there was no basis for defendants to seek removal until
they became aware of the “specific nature” of the alleged complaint in September
2025, and that they should be permitted to amend the notice of removal to rely upon
§ 1331 rather than § 1332. For several reasons, defendants’ arguments fail.
First, their proposed amended notice of removal fails to show the existence of
federal question jurisdiction. See doc. no. 22-1 (proposed amended notice). Section
1446(a) requires a notice of removal to “contain[ ] a short and plain statement of the
grounds for removal.” 28 U.S.C. § 1446(a). “By design, § 1446(a) tracks the general
pleading requirement stated in Rule 8(a) of the Federal Rules of Civil Procedure.”
Dart Cherokee Basin Op. Co., LLC v. Owens, 574 U.S. 81, 87 (2014). Thus, a party
seeking removal must provide the court with “the facts from which its jurisdiction
can be determined,” and the same rules governing the sufficiency of a complaint
“apply to appraise the sufficiency of a defendant’s notice of removal.” 14C Mary Kay
Kane & A. Benjamin Spencer, Federal Practice & Procedure § 3733 (4th ed.); accord
Leite v. Crane Co., 749 F.3d 1117, 1122 (9th Cir. 2014) (explaining that “a
defendant seeking to remove an action may not offer mere legal conclusions; it must
allege the underlying facts supporting each of the requirements for removal
jurisdiction”); Charter Sch. of Pine Grove, Inc. v. St. Helena Par. Sch. Bd., 417 F.3d
444, 447 (5th Cir. 2005) (explaining that, because the “[r]ules of notice pleading
apply . . . to petitions for removal,” the defendant’s “notice of removal was sufficient
. . . if it provided the district court with facts from which removal jurisdiction . . .
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could be determined” (brackets in original) (quoting Brown v. City of Meridian, 356
F.2d 602, 606 (5th Cir. 1966))).
Here, the proposed amended notice of removal alleges that plaintiffs have
engaged in “criminal actions” such as “conspiracy obstruction, false reports to law
enforcement, and witness intimidation,” and that, in so doing, plaintiffs “have
weaponized law enforcement and the criminal justice system to affect federal and
state proceedings.” Doc. no. 22-1 at 3. However, the proposed notice of removal does
not provide the court with facts which, if accepted as true, allow the court to draw
the reasonable inference that plaintiffs engaged in the sort of conduct alleged. It
simply asserts in a “conclusory fashion” that plaintiffs have engaged in criminal
actions affecting federal and state proceedings. Pine Grove, 417 F.3d at 448.
But even if defendants had provided facts that permitted the reasonable
inference that plaintiffs engaged in “federal crimes . . . by filing a fraudulent
criminal complaint to intimidate a party and obstruct federal bankruptcy
proceedings,” doc. no. 20 at 2, such facts would still be insufficient to show the
existence of federal question jurisdiction. “Ordinarily, determining whether a
particular case arises under federal law turns on the ‘well-pleaded complaint’ rule.”
Aetna Health Inc. v. Davila, 542 U.S. 200, 207 (2004) (quoting Franchise Tax Bd. of
Cal. v. Constr. Laborers Vacation Tr. for S. Cal., 463 U.S. 1, 9-10 (1983)). Under this
rule, “the federal question [must] be stated on the face of the plaintiff’s well-pleaded
complaint.” R.I. Fishermen’s All., Inc. v. R.I. Dep’t of Env’t Mgmt., 585 F.3d 42, 48
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(1st Cir. 2009). “The existence of a federal defense to a state-law cause of action will
not suffice.” Id.
Here, plaintiffs brought three claims arising under New Hampshire law in
the underlying Superior Court action against defendants. Defendants have provided
no evidence to suggest that plaintiffs’ claims, , arise under federal law. And, even
assuming defendants had plausibly alleged that plaintiffs engaged in federal crimes
in obstruction of defendants’ bankruptcy proceedings or the underlying state court
proceeding, such allegations would at most show a possible defense2 to plaintiffs’
New Hampshire claims. Thus, even if defendants had plausibly alleged that
plaintiffs illegally obstructed federal or state proceedings, that would not show the
existence of federal question jurisdiction.
Finally, defendants’ arguments ignore a critical fact. The thirty-day clock
begins running at the time defendants received the plaintiffs’ initial pleading so
long as “the case stated by the initial pleading is . . . removable.” 28 U.S.C.
§ 1446(b)(3). There is no dispute that the case stated by plaintiffs’ initial pleading
was removable on the basis of § 1332 because the complaint asserted that the
parties’ citizenship was diverse and it sought damages in excess of the jurisdictional
threshold. See doc. no. 1 at 3. Thus, even assuming defendants did not learn of the
existence of facts giving rise to federal question jurisdiction until September 2025,
2 To the extent defendants allege that plaintiffs obstructed the underlying state
court proceeding, the court is not even sure such an allegation gives rise to a federal
defense. And the court struggles to see why plausible allegations of obstruction of a
separate bankruptcy proceeding would give rise to a federal defense in this state law
action.
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the revelation of those facts “will not revive the [thirty-day] period for removal
[because] the state-court case previously was removable.” Kane & Spencer, supra
§ 3731.
For the foregoing reasons, the court concludes that defendants’ removal was
untimely, that defendants’ arguments to the contrary are not persuasive, and that
this matter must be remanded to the New Hampshire Supreme Court.
In addition to seeking remand, plaintiffs request an award of attorney fees
under 28 U.S.C. § 1447(c). Section 1447(c) provides that “[a]n order remanding the
case may require payment of just costs and any actual expenses, including attorney
fees, incurred as a result of the removal.” Although a court should ordinarily
exercise restraint in awarding fees under § 1447(c), it may award fees when
“unusual circumstances” exist or when “the removing party lacked an objectively
reasonable basis for seeking removal.” Martin v. Franklin Cap. Corp., 546 U.S. 132,
141 (2005). Although a finding of bad faith is not necessary to support an award of
attorney fees, Net 2 Press, Inc. v. Nat’l Graphic Supply Corp., 324 F. Supp. 2d 15,
19 (D. Me. 2004), it is a relevant consideration in determining whether a fee award
is appropriate, see Martin, 546 U.S. at 140 (“The appropriate test for awarding fees
under § 1447(c) should recognize [Congress’s] desire to deter removals sought for
the purpose of prolonging litigation and imposing costs on the opposing party . . . .”).
The court finds the procedural posture of this case concerning. At least two
judges have concluded that defendants have engaged in bad-faith litigation tactics
with the goal of frustrating plaintiffs’ legitimate efforts to secure their collateral on
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a loan that has been in default essentially from the moment it matured. The court is
particularly concerned with Judge Harwood’s finding that defendants
“abuse[d] . . . the bankruptcy process through multiple filings with the sole purpose
of frustrating the legitimate efforts of [the Mortgagees] to recover their collateral.”
From the outset of defendants’ removal of this action, the undersigned has been
skeptical of the propriety of defendants’ conduct in removing this case four years
after institution of suit, and only after the Supreme Court affirmed the Superior
Court’s judgment in favor of plaintiffs. See Endorsed Order of Oct. 30, 2025.
Defendants’ attempts to defeat remand have deepened the court’s concern
that they lacked an objectively reasonable basis to remove at the time they did, and
that the instant removal is part of a longstanding pattern of defendants’ abuse of
the judicial process to frustrate plaintiffs’ legitimate foreclosure efforts. For
example, defendants’ attempts to amend the notice of removal to allege the
existence of federal question jurisdiction are premised upon their assertion that the
original notice’s reliance upon diversity jurisdiction was a mere “scrivener’s error.”
Doc. no. 22 at 2. In essence, defendants contend, the notice mistakenly cites to
§ 1332, when in reality plaintiffs intended to rely upon § 1331. The characterization
of the original notice’s reliance upon § 1332 as a mere “scrivener’s” or “clerical”
error—i.e., a typo—deliberately overlooks that the notice of removal substantively
relies upon “the diversity of the parties and [the] amount in controversy” as grounds
for removal. Doc. no. 1 at 3.
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Moreover, in arguing that their removal was timely, defendants claim that
they only became aware of the “specific nature” of the alleged criminal complaint on
September 16, 2025. Doc. no. 23 at 3. However, in their brief submitted to the New
Hampshire Supreme Court in February 2025, defendants asserted that plaintiffs
“filed a criminal complaint with the New Hampshire State Police” in September
2020 that “falsely allege[d]” Brown committed the offense of “fraudulent transfer.”
Doc. no. 24-1 at 13. Defendants further alleged in their February 2025 brief that
this September 2020 criminal complaint resulted in charges that were “still-pending
. . . and an open warrant against” Brown, which defendants “continue to settle with
the New Hampshire State Police, Coos County Attorney’s Office, and the New
Hampshire Public Defender’s Office.” Id. Defendants’ representations before this
court that they were unaware of the “specific nature” of this criminal complaint
until September 2025 are belied by their representations to the New Hampshire
Supreme Court mere months earlier.
While defendants are pro se,3 and the court is ordinarily more forgiving of pro
se litigants’ lack of familiarity with court procedure, the court simply cannot ignore
that the timing of this removal, and defendants’ post-removal justifications for it,
are consistent with what at least two judges have characterized as bad-faith
3 No counsel has entered an appearance for defendant White Mountain. This
is despite the fact that White Mountain, as a corporation, may not represent itself,
and this court has ordered White Mountain to secure counsel. LR 83.6(c); Order of
Oct. 3, 2025.
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litigation tactics intended to forestall plaintiffs’ legitimate efforts to foreclose on a
mortgage that has been in default for nearly a decade.
For these reasons, the court will order defendants to submit a filing within
fourteen (14) days of the date at the bottom of this order showing cause why the
court should not order an award of attorney fees.4 Plaintiffs may file a response
within seven (7) days of the docketing of defendants’ filing. Plaintiffs’ response shall
state the amount of fees sought and provide an itemized breakdown supporting the
claimed fee amount.
CONCLUSION
For the foregoing reasons, the court orders as follows:
• Plaintiffs’ motion to remand (doc. no. 9) is granted.
• Defendants’ motion to amend the notice of removal (doc.
no. 22) is denied as futile.
• Defendants’ motion for reconsideration of the court’s
denial of their motion for a subpoena (doc. no. 23) is
denied because the materials sought are irrelevant to
the timeliness of removal for the reasons set forth herein
and because defendants have failed to show that the
court’s endorsed order of November 12, 2025 is based on
a manifest error of law or fact. LR 7.2(d).
• Defendants’ “motion to drop nominal co-defendant White
Mountain Organic Growers’ Association LLC and vacate
order requiring counsel” (doc. no. 21) is denied as moot.
4 This court retains jurisdiction to enter an award of fees even after the case is
remanded. Seacoast Motorcycles, Inc. v. Town of N. Hampton, Civ. No. 10-cv-532-LM,
2011 WL 462710, at *4 (D.N.H. Feb. 4, 2011); see also Bryant v. J.D. Britt, 420 F.3d
161, 165 (2d Cir. 2005) (“All of the other circuits that have addressed the question
have reached the same conclusion.”).
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• Defendants’ motion to stay (doc. no. 19) is denied
because the materials sought are irrelevant to the
timeliness of removal for the reasons set forth herein.
• Defendants shall submit a filing within 14 days from the
date at the bottom of this order showing cause why the
court should not order an award of attorney fees.
Plaintiffs may file a response within 7 days of the
docketing of defendants’ filing. Plaintiffs’ response shall
state the amount of fees sought and provide an itemized
breakdown supporting the fee amount sought.
• This matter is remanded to the New Hampshire
Supreme Court. The clerk is directed to enter judgment
and close the case.
SO ORDERED.
__________________________
Landya McCafferty
United States District Judge
November 25, 2025
cc: Counsel of Record
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