Rarity Bay Resort — How We Got Here
Timbertop Growth Investment Fund · Confidential Investor Brief

Rarity Bay Resort
How We Got Here

A plain-language history of the development, the conflicts, and the legal landscape — and exactly how TGIF's acquisition resolves every layer of it.

960-acre Tellico Lake Peninsula $120M+ Infrastructure · $40M Acquisition 3 Active Appeals · Ch.11 Bankruptcy Section 363 · Clean Title Path
Section 01

The Story in One Page

Understanding this investment requires understanding what went wrong — and why those exact problems create the opportunity.

Rarity Bay is a 960-acre master-planned, gated resort community on a four-mile peninsula along Tellico Lake in Vonore, Tennessee — 30 miles southwest of Knoxville. It has $120+ million of infrastructure already in the ground: an 18-hole championship golf course, a 200-slip marina, a lakefront beach club, complete paved roads, full utilities, and hundreds of platted homesites across 10 miles of shoreline. It is a genuinely exceptional asset with no close competition in East Tennessee.

The reason it is available at one-third of its replacement cost has nothing to do with the land, the lake, or the amenities. It has everything to do with what happened between the people who developed it, the investors who later acquired it, and the residents who watched it stall. A founder removed by court order for fraud. A new investment group that fractured over a disputed 65-lot settlement. A rival faction of former partners who became legal adversaries. Residents who organized separately to fight developer authority altogether. Three active lawsuits. And a Chapter 11 bankruptcy that is now the legal key that unlocks everything.

Timbertop Growth Investment Fund (TGIF) is acquiring Rarity Bay through a court-supervised Section 363 bankruptcy sale for approximately $40 million. This document explains, in plain language, the complete history of how that situation came to be — every player, every conflict, and every step of TGIF's path to clear it.

Section 02

The Complete Cast of Characters

Legal documents use abbreviations — SPC, RBCAI, RBP — that are easy to mix up. Here every party is fully identified, with their actual role in the story.

⚠ Critical Distinction Before Reading Further
RBP (Rarity Bay Partners) is NOT a resident group. It is a rival investor entity — former partners of SPC who turned against Michael Ayres and SPC in a business dispute. This is frequently misunderstood and leads to the wrong interpretation of all three lawsuits. The actual resident plaintiffs are a separate group: the Hoban + 10 residents in Case 21-643.
Chapter 1 — The Original Founder
Original Developer
Mike Ross
Rarity Communities · Founded 1994

Founder of Rarity Bay and its parent development brand, Rarity Communities. Invested $120M+ building the golf course (designed by D.J. DeVictor & Peter Langham, opened 1996), 200-slip marina, beach club, roads, and full community infrastructure. Rarity Bay was the first of several planned "Rarity" resort communities across Tennessee.

Exit: In 2012, following legal challenges and fraud proceedings, a court order removed Ross from control. Governance transferred to a resident-elected board — setting the stage for the 2015 investor acquisition.

Chapter 2 — The 2015 Investor Group
Managing Member · SPC
Michael Ayres
Salem Pointe Capital, LLC

The most visible and operationally active partner of Salem Pointe Capital. Managing Member responsible for day-to-day decisions. Has been the primary defendant in litigation involving governance overreach — including unilaterally removing an elected HOA board member (Frisbey), which a 2024 Court of Appeals ruled violated state nonprofit law.

Master Developer · SPC
Sam "Spike" McCamy III
McCamy Construction

SPC partner responsible for physical development — new home construction and site planning through McCamy Construction. Primary contractor for Rarity Bay's development activity during SPC's ownership. Less personally involved in courtroom battles than Ayres, but integral to the development partnership and the fight to maintain Declarant rights.

SPC Investor → RBP Adversary
Matt Daniels
Original SPC Partner · later RBP-aligned

One of the original five investors in SPC's 2015 acquisition. After a falling out with Michael Ayres over a disputed 65-lot settlement, Daniels became closely aligned with Rarity Bay Partners (RBP) — the rival entity that filed suit against SPC claiming Declarant rights had lapsed. His transition from inside partner to external adversary is central to understanding the litigation.

Salem Pointe Capital, LLC (SPC) — The Full Picture
In 2015, a group of East Tennessee investors — Ayres, McCamy, Yoakley, Williams, and Daniels — purchased Rarity Bay's remaining assets (golf course, clubhouse, undeveloped lots) for $5.75 million. SPC re-established Declarant authority. Doug Yoakley and Timothy Williams were also original partners. The SPC entity filed for Chapter 11 bankruptcy in late 2024, triggering the acquisition opportunity TGIF is pursuing.
Chapter 3 — The HOA (Aligned with SPC)
Homeowners Association
RBCAI
Rarity Bay Community Association, Inc.

The formal homeowners association entity at Rarity Bay. Under SPC's Declarant control, RBCAI's board was significantly influenced by Michael Ayres. RBCAI was effectively SPC's governance vehicle — collecting assessments and exercising community authority within the framework SPC established.

In Case 20-489: RBCAI (acting for SPC) sued rival investors RBP for unpaid assessments — and lost badly. Ordered to pay $447K in RBP's legal fees. In Case 21-643: RBCAI is named as a co-defendant alongside SPC by actual residents seeking to dissolve Declarant authority.

Chapter 4 — The Rival Former Investors
⚠ Most Misunderstood Party in This Story
RBP is not a resident advocacy group. It is a rival investment entity — former business partners of SPC — that turned against Ayres over a business dispute. Federal court records (2020) described the SPC-RBP relationship as a "litigious marriage torn asunder."
Rival Investor Entity
Rarity Bay Partners (RBP)
Formerly: Salem Pointe Capital Partners

A rival investment entity — not a resident group — formerly known as Salem Pointe Capital Partners. After a falling out with Michael Ayres over a disputed 65-lot settlement, RBP became SPC's primary legal adversary. Filed Case 19-943 arguing SPC's Declarant rights lapsed in 2017 — and won. Also won Case 20-489 when RBCAI sued them, receiving $447K in legal fees. In March 2025, RBP filed a new adversary proceeding in federal bankruptcy court against SPC.

Chapter 5 — The Actual Resident Plaintiffs (Separate from RBP)
Resident Plaintiffs · Case 21-643
Hoban + 10 Residents
Harless · Misslin · Wood · Whitman · Guido · McHugh · Farnsworth · Mundle

Eleven actual Rarity Bay homeowners — entirely separate from RBP — who filed their own lawsuit in October 2022. Rather than simply contesting SPC's specific rights, they sought to permanently dissolve Declarant authority from the community's governing documents entirely, so no developer could ever hold those powers again. Their grievances: mandatory club fees, SPC's self-exemption from those fees, governance without resident input, and compromised elections. Their case is consolidated on appeal with Case 19-943.

Chapter 6 — The Outside Investor with a Title Claim
Outside Investor · Lis Pendens
Landeaver
Formerly: Bald Eagle Partners (BEP)

An outside investor (formerly Bald Eagle Partners) with a recorded financial interest in Rarity Bay's parcel portfolio — one of three identified investor portfolios among the community's 398 total parcels (BEP/Landeaver, RB Partners, Salem Pointe Capital). Their unresolved investment claim resulted in a lis pendens clouding a portion of the property title. TGIF is in active structured negotiations with Landeaver to reach a settlement and release the encumbrance.

Chapter 7 — The Acquirer
The Fund
TGIF
Timbertop Growth Investment Fund LLC

The investment fund acquiring Rarity Bay through the Section 363 bankruptcy sale. Raises capital from verified accredited investors via a Regulation D 506(c) offering. Managed by Robert "Chris" Magda (Managing Partner), with 14 years of hands-on development experience on the Cumberland Plateau.

The Operating Entity
Timbertop Land Company
Perpetual Declarant · Post-Close

The separate operating entity that will hold and exercise fresh, perpetual Declarant rights at Rarity Bay after acquisition — established by recording brand-new CCRs simultaneously with the deed transfer. Legally separate from the investment fund. Responsible for governance, DRB oversight, POA management, and ground lease execution in perpetuity.

Section 03

How It Fell Apart — A Timeline

From founding vision to Chapter 11 bankruptcy in 30 years. Each phase built the conditions for the next failure.

1994
Mike Ross Founds Rarity Bay
Mike Ross and Rarity Communities assemble the 960-acre Tellico Lake peninsula and begin construction of the resort community's foundational infrastructure. Rarity Bay is conceived as the first of several planned "Rarity" luxury communities across Tennessee.
1996
Golf Course Opens
The Rarity Bay Golf & Country Club opens, featuring an 18-hole championship course designed by D.J. DeVictor and Peter Langham. The marina, beach club, and full road/utility infrastructure are completed, representing $120M+ in total development investment.
1998
Community Takes Shape
The Rarity Bay Women's Club is established — a sign of genuine community forming around the development. Lots continue to sell. Ross holds Declarant authority as named developer in the community's CCRs.
2012
Mike Ross Removed by Court Order
Following legal challenges and fraud-related proceedings, a court order removes Mike Ross from control of the community. Governance is handed to a resident-elected board — the first democratic transition in Rarity Bay's history. This sets the stage for new investors to enter.
2015
Salem Pointe Capital Acquires the Assets — $5.75M
A consortium of East Tennessee investors — Michael Ayres, Sam "Spike" McCamy III, Doug Yoakley, Timothy Williams, and Matt Daniels — purchase Rarity Bay's remaining assets (golf course, clubhouse, undeveloped lots) for $5.75 million through their entity, Salem Pointe Capital, LLC (SPC). SPC re-establishes Declarant authority. McCamy Construction becomes Master Developer. On paper: a promising rescue. In practice: the seeds of collapse are already present.
2015–2017
The Partnership Fractures — Declarant Rights Go Dormant
Internal conflict among SPC's investment partners erupts over a disputed settlement involving 65 lots. One faction — organizing as Rarity Bay Partners (RBP), formerly Salem Pointe Capital Partners — breaks from Michael Ayres entirely. Federal court records in 2020 describe this as a "litigious marriage torn asunder." Critically, during this period of dysfunction, SPC's exercise of Declarant authority falls dormant. A Tennessee court will later rule the rights lapsed in 2017.
2019–2022
Three Separate Lawsuits Filed
2019 — Case 19-943: RBP (rival former investors) sues SPC arguing Declarant rights lapsed. Tennessee Chancery Court rules in RBP's favor. SPC appeals.

2019 — Case 20-489: RBCAI (the HOA, acting for SPC) sues RBP for unpaid lot assessments. Court sides with RBP — awards $447K in legal fees against RBCAI. RBCAI appeals.

2021: Court orders production of unredacted HOA election ballots after residents challenge elections overseen by SPC-aligned leadership.

2022 — Frisbey Case: Ayres unilaterally removes elected board member Michael Frisbey using a bylaw provision. Court of Appeals (2024) rules Ayres had no authority to do so — violation of state nonprofit law.

Oct 2022 — Case 21-643: Eleven actual residents (Hoban + 10) sue SPC & RBCAI seeking permanent dissolution of Declarant rights. Consolidated on appeal with Case 19-943.
2020
Census Recognition — Community Growing Despite Legal Cloud
For the first time, Rarity Bay is officially listed as a Census-Designated Place (CDP) with a recorded population of 885. Median resident age approximately 74 — a popular retirement destination. The underlying community remains desirable even as the governance battles escalate.
Late 2024
Salem Pointe Capital Files Chapter 11 Bankruptcy
The combination of three active lawsuits, governance paralysis, capital depletion, and investor infighting drives SPC to file for Chapter 11 bankruptcy. By January 2026, Rarity Bay is classified as a buyer's market with homes selling 6.46% below asking price — while the median sale price simultaneously surges 63.2% year-over-year to $775,000, reflecting the underlying asset quality despite the legal cloud.
March 2025
RBP Files New Adversary Proceeding in Bankruptcy Court
Salem Pointe Capital Partners (RBP) files a formal adversary proceeding in federal bankruptcy court against Salem Pointe Capital, LLC — escalating the investor-vs-investor fight into the bankruptcy proceedings themselves. The internal battle over remaining assets is far from over.
2026 — Now
TGIF's Acquisition Window
Three active appeals on a consolidated track. One bankruptcy. One buyer with the legal sophistication and capital to close. TGIF's Section 363 acquisition clears all existing claims, establishes fresh Declarant authority, and activates the development plan Rarity Bay has always deserved.
Section 04

The Three Active Lawsuits

All three cases are on appeal in Tennessee courts. These are three different disputes involving three different sets of parties — understanding who is actually fighting whom in each case is essential.

Why Three Separate Fights?
Case 19-943 is former investment partners fighting each other over governance rights. Case 21-643 is actual residents fighting to eliminate developer authority entirely. Case 20-489 is the HOA (acting for the developer) fighting the rival investors and losing. The Section 363 bankruptcy sale addresses all three through a single federal court mechanism that supersedes all of them.
19-943
Highest Risk
RBP v. SPC, LLC
Former investment partners fighting over whether SPC's governance authority expired in 2017
Rarity Bay Partners (the rival former-investor entity, not a resident group) sued Salem Pointe Capital, LLC (Michael Ayres's company) arguing that SPC's Declarant Rights had legally lapsed in 2017 because SPC failed to maintain active development activity sufficient to sustain those rights under the CCRs. The Tennessee Chancery Court agreed — ruling against SPC and entering an adverse finding. SPC appealed. This case is consolidated on appeal with Case 21-643, meaning a single appellate ruling will address both simultaneously.
Why this matters to TGIF investors
This ruling targets SPC's authority — not TGIF's. TGIF does not acquire SPC's contested Declarant rights. Through a Section 363 bankruptcy sale, TGIF acquires the real property and simultaneously records brand-new CCRs establishing Timbertop Land Company as Declarant de novo (from scratch). New rights established by a new owner on a clean title chain are legally separate from the lapsed rights this case concerns.
21-643
High Risk
Hoban + 10 Residents v. SPC & RBCAI
Actual residents seeking permanent elimination of Declarant authority from community governing documents
Filed October 2022, eleven actual Rarity Bay homeowners (Hoban, Harless, Misslin ×2, Wood ×2, Whitman, Guido, McHugh, Farnsworth, Mundle) — entirely separate from RBP — sought to go further than Case 19-943: they want Declarant rights permanently dissolved and written out of the governing documents entirely, so no developer could ever hold that authority again. Both SPC and RBCAI are defendants. Consolidated on appeal with 19-943. One appellate ruling decides both.
Why this matters to TGIF investors
Section 363 bars these plaintiffs from asserting existing claims against TGIF as the new acquirer. More importantly, TGIF is not acquiring SPC's disputed rights — it is recording entirely new CCRs as successor developer on a clean title. New Declarant rights created post-close under new governing documents are not subject to a lawsuit that targeted the prior developer's rights.
20-489
Moderate Risk
RBCAI v. RBP
The HOA (acting for SPC) sued the rival investor group — and lost decisively
RBCAI (the homeowners association, acting in SPC/Ayres's interest) sued Rarity Bay Partners (the rival former-investor entity) for unpaid lot assessments. The court sided with RBP: RBCAI's claims were dismissed, and the court ordered RBCAI to pay $447,000 of RBP's legal fees. RBCAI is now spending an additional ~$150,000 appealing that loss. The deeper issue on appeal: RBP argued the derivative action required a 75% community vote to initiate — RBCAI bypassed that threshold using an exceptions clause. Courts are now evaluating whether RBCAI had authority to act at all.
Why this matters to TGIF investors
Two favorable signals for TGIF: (1) RBCAI cannot act unilaterally against significant opposition — weakening its ability to challenge TGIF's 363 acquisition or post-close CCR transition; (2) the $597K+ drain from this litigation is a contributing factor to the financial instability driving SPC's bankruptcy. The HOA dysfunction this case illustrates is exactly what TGIF's new governance model eliminates.
The Consolidated Appeal Window
Cases 19-943 and 21-643 are consolidated — one appellate ruling will decide both simultaneously. Once that ruling comes down, the acquisition dynamics shift materially: an adverse ruling could trigger additional bankruptcy complications; a favorable ruling could attract competing bids and reduce TGIF's discount. TGIF's pre-ruling acquisition captures the maximum discount window — the period of legal uncertainty that has kept every other buyer on the sidelines. The pending appeals are not reasons to avoid this investment. They are the precise reason a $120M+ asset is available for $40M.
Section 05

The Landeaver Complication

A fourth layer — separate from all three lawsuits — requiring direct resolution before clean title can transfer.

Landeaver (formerly Bald Eagle Partners / BEP) is an outside investor with a recorded financial interest in Rarity Bay's parcel portfolio. Their unresolved investment claim resulted in a lis pendens — a legal notice recorded in public property records signaling an active dispute over title. TGIF's internal parcel analysis confirms that Landeaver/BEP holds interests in one of three identified parcel portfolios comprising Rarity Bay's 398 total parcels (alongside RB Partners and Salem Pointe Capital portfolios).

TGIF is in active, structured negotiations with Landeaver to reach a settlement. Their primary objective is capital recovery — they invested, it went wrong, and they want a clean exit with fair compensation. TGIF's acquisition structure provides exactly that certainty in a way continued litigation cannot. A negotiated settlement clears the lis pendens, Landeaver receives compensation from sale proceeds, and TGIF acquires all 398 parcels with clean title.

Section 06

Why the Bankruptcy Is the Solution, Not a Warning Sign

Investors sometimes react to the word "bankruptcy" with concern. In this situation, it is the legal mechanism that makes the investment possible and protects TGIF's position.

What Is a Section 363 Bankruptcy Sale?
Section 363 of the U.S. Bankruptcy Code authorizes a court to sell assets from a bankruptcy estate "free and clear" of all existing liens, claims, and encumbrances. This is the same mechanism used in the Chrysler and GM bankruptcies. The federal bankruptcy court's jurisdiction supersedes all three Tennessee state court cases. Old claimants (RBP, the Hoban residents, RBCAI, Landeaver) are paid their court-determined allocations from sale proceeds. The buyer receives the property legally clean. TGIF then records new CCRs establishing fresh Declarant rights under new governing documents — rights that are not subject to litigation targeting the prior developer's authority.

For Rarity Bay specifically, the 363 sale accomplishes all of the following:

Lawsuits 19-943 & 21-643
The 363 order bars RBP and the Hoban residents from asserting their existing claims against TGIF as the new acquirer. TGIF's fresh CCRs establish Declarant rights that were never subject to these suits.
Lawsuit 20-489
RBCAI's governance structure ceases to be the governing authority. A new POA is formed under Timbertop Land Company's Declarant authority. RBCAI's ability to challenge the transition is severely constrained by its own legal losses in Case 20-489.
Landeaver Lis Pendens
Resolved through direct negotiated settlement or through the 363 order addressing all recorded interests. Clean title on all 398 parcels.
Fresh Declarant Authority
Timbertop Land Company records brand-new CCRs simultaneously with the deed transfer. New Declarant rights — established by a new owner on a clean title chain — are legally separate from any rights SPC held or lost. Governance is set on an entirely fresh legal foundation.
Section 07

TGIF's Solution — What Actually Changes

Every problem at Rarity Bay was a governance problem. TGIF's model is engineered around the specific failure points that created it.

Professional Perpetual Governance — Timbertop Land Company holds perpetual Declarant authority through newly structured CCRs. Not a temporary development-phase authority that can lapse (as SPC's did), but a permanent structure funded by commercial ground lease revenues. The Frisbey situation — where Ayres unilaterally removed an elected board member — cannot happen: new governing documents explicitly protect resident-elected board seats. Board: 4 Timbertop-appointed seats + 3 resident-elected seats, with an 80% supermajority required to amend Declarant provisions.

Zero Initiation Fees — Under SPC, residents paid a $5,000 social initiation fee, $2,148 in annual social dues, and a $500 annual food minimum — while SPC exempted its own owned lots from those same fees, shifting the burden onto residents. This was a recurring source of litigation and resentment. TGIF eliminates this entirely: commercial ground lease revenue funds amenity operations directly. No initiation fees. No developer exemptions. Every resident on equal terms.

Ground Lease Funding Model — 99-year ground leases on the golf course, marina, beach club, and commercial parcels generate predictable, CPI-escalating income to Timbertop Land Company. This income funds amenity operations and community management — eliminating the need to extract heavy assessments from residents. This is the same model used by Disney's Celebration (FL), Kiawah Island (SC), and Reynolds Lake Oconee (GA). At stabilization: $6.5M in ground lease income + $2.2M in POA management fees = $8.7M+ annually in perpetuity for Class D investors.

Section 08

Then vs. Now — The Full Picture

Every problem in Rarity Bay's history mapped to TGIF's direct solution.

Rarity Bay Under Prior Owners Rarity Bay Under TGIF
Mike Ross (Rarity Communities): original founder, removed by court order for fraud in 2012 TGIF: court-supervised acquisition, legally clean from day one
SPC (Ayres et al.) bought assets for $5.75M in 2015; internal partnership fractured over 65-lot dispute by 2017 TGIF: single aligned management team with no internal partner conflicts
Declarant rights ruled lapsed in 2017 — SPC's governance authority legally invalid since then Fresh Declarant rights recorded simultaneously at closing under brand-new CCRs — not inherited, legally new
Case 19-943: RBP (rival investors) v. SPC — Chancery Court ruled against SPC; on consolidated appeal 363 free-and-clear order; TGIF's new rights not subject to litigation targeting SPC's rights
Case 21-643: 11 residents v. SPC & RBCAI — seeking permanent dissolution of Declarant authority; on appeal 363 bars these plaintiffs from claims against new acquirer; fresh CCRs establish new authority entirely
Case 20-489: RBCAI (HOA) v. RBP — RBCAI lost $447K judgment, spending $150K+ more on appeal New POA structure replaces RBCAI; no competing governance authority remains post-close
Landeaver lis pendens clouds title on portion of 398 parcels Structured settlement clears Landeaver encumbrance pre-close or via 363 order
Ayres unilaterally removed elected board member Frisbey — Court of Appeals ruled this violated nonprofit law New CCRs explicitly protect resident-elected board seats; Declarant cannot remove elected members unilaterally
SPC exempted its own lots from fees while charging residents $5K initiation + $2,148/yr + $500 food minimum Zero initiation fees; amenity operations funded by commercial ground lease revenue — no developer exemptions
Elections challenged; court mandated unredacted ballots in 2021; chronic resident distrust of governance 4 Timbertop + 3 resident board seats; transparent governance structure with supermajority CCR protection
$120M+ in infrastructure in bankruptcy; homes selling 6.46% below asking due to legal cloud 363 eliminates legal cloud; fresh governance + zero fees restore buyer confidence and accelerate lot sales
No stable management funding; amenities underfunded, infrastructure not reinvested in $8.7M+/yr in perpetual ground lease + management fee income funds professional stewardship permanently

The Bottom Line for Investors

Mike Ross built something remarkable in 1994. The physical bones of Rarity Bay — 10 miles of Tellico Lake shoreline, a championship golf course, a 200-slip marina, a beach club, and $120 million of infrastructure on a 960-acre peninsula — are extraordinary and irreplaceable. What failed, repeatedly, was not the asset. It was the people entrusted to steward it.

Ross was removed for fraud. SPC's partners turned on each other over 65 lots. The HOA was weaponized as a governance tool. Residents had to sue their own association to get fair elections. And a group of outside investors sits with a lis pendens, waiting to be made whole. Three separate legal fronts, one bankruptcy, and a community that has never reached its potential.

TGIF's entire model is purpose-built around those exact failure points. The Section 363 sale clears all three lawsuits simultaneously. Fresh CCRs establish governance that cannot lapse. Timbertop Land Company provides the professional, permanent stewardship Rarity Bay has needed since the day Mike Ross left. And a ground lease model eliminates the fee battles that defined the SPC era entirely.

The legal problems are not a warning about the asset. They are the source of the discount — and they are solvable. That is the investment.

CONFIDENTIAL · FOR ACCREDITED INVESTOR REVIEW ONLY · TIMBERTOP GROWTH INVESTMENT FUND LLC · NOT AN OFFER TO SELL SECURITIES