BP Motion for Restitution

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF LOUISIANA

In Re: Oil Spill by the Oil Rig “Deepwater Horizon” in the Gulf of Mexico, on April 20, 2010

This document relates to all actions.

* * * * * * * * * * *

MDL NO. 2179 SECTION J HONORABLE CARL J. BARBIER MAGISTRATE JUDGE SHUSHAN

BP’S MOTION FOR

RESTITUTION AND INJUNCTIVE RELIEF

Defendants BP Exploration & Production, Inc. and BP America Production Company

(collectively, “BP”) respectfully move the Court for restitution and injunctive relief.

First, BP moves for an order declaring that BP is entitled to restitution, plus interest, from

(i) those claimants who have been overpaid as a result of application of the erroneous matching

policy in the full amount of the overpayment plus interest and (ii) professionals (lawyers,

accountants, and others) who have been paid a proportional amount of any overpayments, plus

interest. In support of that order, BP requests that the Court order the recalculation of

previously-paid awards to claimants that were appealed by BP on matching grounds applying the

now-approved Policy 495 granting declaratory relief.

Second, BP seeks an injunction preventing the claimants identified in Exhibit B to the

Declaration of Brian Gaspardo from dissipating the portions of their awards identified as

possible overpayments in Exhibit B pending the recalculation of their compensation amounts.

The grounds supporting these requests are set forth in the Memorandum filed herewith in

support of this motion.

Case 2:10-md-02179-CJB-SS Document 13073 Filed 06/27/14 Page 1 of 3

2

June 27, 2014 Mark Holstein BP AMERICA INC. 501 Westlake Park Boulevard Houston, TX 77079 Telephone: (281) 366-2000 Telefax: (312) 862-2200

Respectfully submitted, /s/ Kevin M. Downey Kevin M. Downey F. Lane Heard III WILLIAMS & CONNOLLY LLP 725 Twelfth Street, N.W. Washington, DC 20005 Telephone: (202) 434-5000 Telefax: (202) 434-5029

Daniel A. Cantor Andrew T. Karron ARNOLD & PORTER LLP 555 Twelfth Street, NW Washington, DC 20004 Telephone: (202) 942-5000 Telefax: (202) 942-5999 Robert C. “Mike” Brock COVINGTON & BURLING LLP 1201 Pennsylvania Avenue, NW Washington, DC 20004 Telephone: (202) 662-5985 Telefax: (202) 662-6291 Jeffrey Lennard Keith Moskowitz DENTONS US LLP 233 South Wacker Drive Suite 7800 Chicago, IL 60606 Telephone: (312) 876-8000 Telefax: (312) 876-7934 OF COUNSEL

/s/ Don K. Haycraft S. Gene Fendler (Bar #05510) Don K. Haycraft (Bar #14361) R. Keith Jarrett (Bar #16984) LISKOW & LEWIS 701 Poydras Street, Suite 5000 New Orleans, Louisiana 70139 Telephone: (504) 581-7979 Telefax: (504) 556-4108 Richard C. Godfrey, P.C. Wendy L. Bloom KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, IL 60654 Telephone: (312) 862-2000 Telefax: (312) 862-2200 Jeffrey Bossert Clark Dominic E. Draye KIRKLAND & ELLIS LLP 655 Fifteenth Street, N.W. Washington, D.C. 20005 Telephone: (202) 879-5000 Telefax: (202) 879-5200

ATTORNEYS FOR BP EXPLORATION & PRODUCTION INC. AND BP AMERICA PRODUCTION COMPANY


3

CERTIFICATE OF SERVICE

I hereby certify that the above and foregoing pleading has been served on All Counsel by

electronically uploading the same to Lexis Nexis File & Serve in accordance with Pretrial Order

No. 12, and that the foregoing was electronically filed with the Clerk of Court of the United

States District Court for the Eastern District of Louisiana by using the CM/ECF System, which

will send a notice of electronic filing in accordance with the procedures established in MDL

2179, on this 27th day of June, 2014.

/s/ Don. K. Haycraft Don K. Haycraft



In Re: Oil Spill by the Oil Rig “Deepwater Horizon” in the Gulf of Mexico, on April 20, 2010


* * * * * * * * * * *

MDL NO. 2179 SECTION J HONORABLE CARL J. BARBIER MAGISTRATE JUDGE SHUSHAN

BP’S MEMORANDUM IN SUPPORT OF MOTION FOR RESTITUTION AND INJUNCTIVE RELIEF

COUNSEL FOR SUBMITTING PARTIES ARE LISTED AT END OF MEMORANDUM

Case 2:10-md-02179-CJB-SS Document 13073-1 Filed 06/27/14 Page 1 of 25

i

TABLE OF CONTENTS

INTRODUCTION ...........................................................................................................................1

FACTUAL AND PROCEDURAL BACKGROUND.....................................................................2

ARGUMENT ...................................................................................................................................5

I. BP IS ENTITLED TO RESTITUTION ..............................................................................6

A. Equity Requires Recalculation and Restitution for Awards Made Under the Now-Invalidated Policy .....................................................................................6

B. Rule 23 Concerns Require Equal Treatment of Similarly Situated Claimants ...............................................................................................................11

II. BP IS ENTITLED TO AN ORDER ENJOINING THE DISSIPATION OF FUNDS ..............................................................................................................................12

A. BP Is Substantially Likely To Succeed on the Merits of Its Restitution Claims ....................................................................................................................14

B. BP Faces a Substantial Threat of Irreparable Injury ..............................................15

C. The Balance of Equities Favors the Entry of a Preliminary Injunction .................17

D. The proposed injunction will promote the public interest .....................................18

CONCLUSION ..............................................................................................................................19


ii

TABLE OF AUTHORITIES

FEDERAL CASES

Amchem Prods., Inc. v. Windsor, 521 U.S. 591 (1997) .................................................................11

Atl. Coast Line R.R. v. Florida, 295 U.S. 301 (1935) ......................................................................6

Balt. & Ohio R.R. v. United States, 279 U.S. 781 (1929) ......................................................6, 7, 15

Bank of U.S. v. Bank of Wash., 31 U.S. 8 (1832).............................................................................6

Broadcom Corp. v. Qualcomm Inc., 585 F. Supp. 2d 1187, 1188 (C.D. Cal. 2008) .......................8

Calagaz v. DeFries, 303 F.2d 588 (5th Cir. 1962) (per curiam) .............................................12, 13

Caldwell v. Puget Sound Elec. Apprenticeship & Training Trust, 824 F.2d 765 (9th Cir. 1987) ............................................................................................................................7

Fed. Sav. & Loan Ins. Corp. v. Dixon, 835 F.2d 554 (5th Cir. 1987) .....................................13, 17

Hinchman v. Ripinsky, 202 F. 625 (9th Cir. 1913) ..........................................................................7

In re Deepwater Horizon, 732 F.3d 326 (5th Cir. 2013) .................................................3, 4, 15, 17

In re Enron Corp. Sec., Derivative & “Erisa” Litig., No. MDL-1446, 2004 WL 2889891 (S.D. Tex. Dec. 9, 2004) ...........................................................................................18

In re Estate of Ferdinand Marcos, Human Rights Litig., 25 F.3d 1467 (9th Cir. 1994) ........................................................................................................................................13

In re Fredeman Litig., 843 F.2d 821 (5th Cir. 1988) .........................................................13, 15, 16

Iowa Elec. Light & Power Co. v. Atlas Corp., 654 F.2d 704 (8th Cir. 1981) .................................8

Janvey v. Alguire, 647 F.3d 585 (5th Cir. 2011)......................................................................12, 17

Ruiz v. Estelle, 650 F.2d 555 (5th Cir. 1981) (per curiam) ............................................................15

Strong v. Laubach, 443 F.3d 1297 (10th Cir. 2006) ..................................................................7, 18

Strouse Greenberg Props. VI L.P. v. CW Capital Asset Mgmt. LLC, 442 F. Supp. 2d 313 (E.D. La. 2006) ............................................................................................................19

Tisino v. R & R Consulting & Coordinating Group, L.L.C., 478 F. App’x 183 (5th Cir. 2012) (per curiam) ............................................................................................................16

United States v. First Nat’l City Bank, 379 U.S. 378 (1965) ...................................................14, 16


iii

United States v. Morgan, 307 U.S. 183 (1939) ................................................................................6

USACO Coal Co. v. Carbomin Energy, Inc., 689 F.2d 94 (6th Cir. 1982) .............................13, 19

STATE CASES

Berger v. Dixon & Snow, P.C., 868 P.2d 1149 (Colo. Ct. App. 1993) ............................................8

Bernoskie v. Zarinsky, 927 A.2d 149 (N.J. Super. Ct. App. Div. 2007) ....................................8, 19

Fleer Corp. v. Topps Chewing Gum, Inc., 539 A.2d 1060 (Del. 1988) ...........................................8

Schock v. Nash, 732 A.2d 217 (Del. 1999) ......................................................................................8

OTHER AUTHORITIES

11A Charles Alan Wright, Arthur R. Miller & Mary Kay Kane, Federal Practice and Procedure § 2948.1 (3d ed. 2013) .....................................................................................13

Federal Rule of Civil Procedure 23 .........................................................................................11, 12

Restatement (Third) of Restitution and Unjust Enrichment § 18 (2011)...................................7, 19


INTRODUCTION

Between August 2012 and October 2013, the Deepwater Horizon Economic Claims

Center (“DHECC”) made overpayments totaling hundreds of millions of dollars to certain

claimants as a result of an erroneous construction of the Settlement Agreement’s compensation

framework. Some claimants were paid who would not even have qualified for any payment.

BP objected to the contractual interpretation of the BEL framework that led to these

payments, and sought — unsuccessfully — an injunction during the pendency of the resulting

litigation. Those payments, which were paid pursuant to a now-discredited methodology,

constitute (or include) windfalls. Now that this Court has ordered the Settlement Program to

apply Policy 495 to claims going forward, principles of equity and Rule 23 entitle BP to recover

overpayments made pursuant to the now-invalidated interpretation of the Settlement Agreement.

To do otherwise would be to create discrepancies between similarly-situated claimants based

solely on the happenstance of when the awards were made.

BP is entitled to restitution, plus interest, of money wrongly paid. BP thus moves the

Court (i) to order restitution (payable to BP) of the overpayments, and (ii) to stop dissipation of

excess payments pending their re-evaluation pursuant to Policy 495. Both the claimants who

received the inflated or unwarranted awards and the professionals who shared in them through

contingency fee or other arrangements should return their share of the improperly-calculated

awards.

BP’s right to restitution is clear, and equity demands that windfall payments in breach of

the settlement agreement should be refunded.


2

FACTUAL AND PROCEDURAL BACKGROUND

Exhibit 4C to the Agreement sets forth the compensation framework for BEL claimants,

which compensates these claimants “for any reduction in profit between the 2010 Compensation

Period selected by the claimant and the comparable months of the Benchmark Period.”

Agreement Ex. 4C, Rec. Doc. 6430-1, at 1.

Disagreement about the BEL Framework arose in the latter part of 2012. In early

November 2012, BP began to file appeals challenging BEL awards. In early December 2012, BP

requested specific information concerning the manner in which the Claims Administrator was

implementing the BEL framework. See Declaration of Keith Moskowitz in Support of BP’s

Emergency Motion for a Preliminary Injunction (“Moskowitz Decl.”), Rec. Doc. 8964-12 ¶ 9.

Class Counsel then asked the Claims Administrator to issue a “formal Policy Statement”

providing that, “[w]hen a business keeps its books on a cash basis, revenue is earned during the

month of receipt,” and also that “corresponding variable expenses associated with monthly

revenue are the expenses that are expended or incurred during the Benchmark and Compensation

months in question.” Rec. Doc. 8964-20, at 2. The Claims Administrator’s ensuing Variable

Profit policy statement formally endorsed Class Counsel’s “cash-in, cash-out” approach to

accounting. Rec. Doc. 8964-22. The policy statement provided that, “[i]n performing the

calculations” required by the Agreement, the Claims Administrator “will typically consider both

revenues and expenses in the periods in which those revenues and expenses were recorded” and

“will not typically re-allocate such revenues or expenses to different periods.” Id. at 3 (emphasis

added). The Claims Administrator acknowledged that this method would result in awards for

certain claimants that “appear disproportionate,” but explained that he did not “believe it within

his authority” to adopt a different interpretation. Rec. Doc. 8964-21, at 2.


3

Over BP’s objection, the Court adopted the Claims Administrator’s interpretation of the

Variable Profit provision, stating on March 5, 2013, that the “analysis is to be based on revenue

and expenses during the relevant periods,” and that “expenses” need not “be ‘matched’ to

revenues.” Rec. Doc. 8812, at 1, 4. BP promptly filed an emergency motion to enjoin further

payments and awards for BEL claims based on “non-existent, artificially calculated ‘losses.’”

Rec. Doc. 8910-3, at 1. This Court denied BP’s motion for a stay and injunction pending appeal

on April 5, 2013, and entered a minute order on April 8, 2013, reflecting that denial. BP

appealed this court’s March 5, 2013 order, Rec. Doc. 9106, and filed an emergency motion for

an injunction and stay pending appeal of this court’s decision, seeking to stop the payment of

inflated awards based on the Claims Administrator’s erroneous policy statement. That motion

was denied, and payments flowed under the now-reversed policy for six additional months until

the Fifth Circuit reversed the Claims Administrator’s interpretation of the BEL framework on

October 2, 2013, and remanded for further factual development with respect to the interpretation

of Exhibit 4C. In re Deepwater Horizon, 732 F.3d 326 (5th Cir. 2013). The next day, October 3,

2013, this Court entered an order suspending “the issuance of any final determination notices or

any payments with respect to those BEL claims in which the Claims Administrator determines

that the matching of revenues and expenses is an issue” and for the first time halted the payment

of BEL claims for which the appropriate methodology of matching revenues to expenses was

contested. Rec. Doc. 11566.

On December 24, 2013, after consideration of evidence concerning the negotiation of the

Agreement, this Court adopted BP’s position and held that “the provision for subtracting

corresponding variable expenses requires that revenue be matched with the variable expenses

incurred by a claimant in conducting its business, and that does not necessarily coincide with


4

when revenue and variable expenses are recorded.” Rec. Doc. 12055, at 5 (emphasis added).

Accordingly, the Court reversed its March 5, 2013 order and remanded the matter to the Claims

Administrator with instructions to develop “an appropriate protocol or policy for handling BEL

claims in which the claimant’s financial records do not match revenue with corresponding

variable expenses.” Id.

The Administrator has now issued a final Policy No. 495, Business Economic Loss

Claims: Matching of Revenue and Expenses, which this Court approved on May 5, 2014. Rec.

Doc. 12817. The finalized Policy No. 495 requires the following principles to be applied in

evaluating BEL claims under Exhibit 4C of the Settlement Agreement:

1. Loss calculations are to be based upon accounting records that sufficiently match

revenue with expenses.

2. The Settlement Agreement’s “provision for subtracting corresponding variable

expenses requires that revenue must be matched with the variable expenses incurred

by a claimant in conducting its business, and that does not necessarily coincide with

when revenue and variable expenses were recorded.” Rec. Doc. 12055, at 5.

3. Some claimant-submitted contemporaneous accounting records inherently match

revenues with expenses sufficiently for purposes of the Settlement Agreement, while

others do not (“unmatched claims”).

4. For “unmatched claims,” the claimant-submitted accounting records are to be

adjusted in “light of the necessity of revenue and expense matching to realistic

measurement of economic loss.” In re Deepwater Horizon, 732 F.3d at 346-47.

See Policy No. 495, at 1. Once the CSSP has determined that a particular claim is not

sufficiently matched, it adjusts the claimant-submitted accounting records pursuant to the


5

appropriate methodology. Claims are assigned to an industry type for the purpose of

determining the correct methodology. The default methodology is the “Annual Variable

Margin” methodology,1 while four industries — construction, agriculture, educational

institutions, and professional services — are calculated under industry-specific methodologies.2

This Court’s May 28, 2014, Order Dissolving Preliminary Injunction Related to BEL

Claims & Implementation of Policy 495: Matching of Revenue and Expenses ordered the Claims

Administrator “to resume the processing and payment of claims in accordance with the terms of

the Settlement Agreement,” and further ordered that Policy 495, with limited exceptions, “shall

be applied to all BEL claims currently in the claims process at any point short of final payment,

including those claims currently in the claims appeal process.” Rec. Doc. 12948, at 1–2. The

order does not, however, require the Claims Administrator to recalculate claims previously paid

pursuant to his now-invalidated policy. See id. at 2 n.3. Claimants who received an improper or

inflated award continue to hold and dissipate monies that do not rightfully belong to them.

ARGUMENT

The Court should order the restitution of amounts paid pursuant to the Claims

Administrator’s erroneous implementation of the BEL framework. Courts have long recognized

that restitution should be made where a party benefited from a subsequently-invalidated

judgment. Moreover, serious Rule 23 concerns arise unless all claimants are treated equally.

Pending calculation of the amounts improperly paid, the Court should enjoin dissipation of the

funds received by the claimants listed in Exhibit B to the Declaration of Brian Gaspardo. For

1 The Annual Variable Margin Methodology is described in Attachment B to Policy No. 495.

2 See Attachment C to Policy No. 495 (construction claims); Attachment D (agriculture claims); Attachment E (educational institutions claims); and Attachment F (professional services claims).


6

them, the amount of the prior overpayment (and thus the amount of the requested injunction) can

be estimated with reasonable reliability.

I. BP IS ENTITLED TO RESTITUTION

A. Equity Requires Recalculation and Restitution for Awards Made Under the Now-Invalidated Policy

BP is entitled to restitution of claims previously paid under the now-invalidated policy.

The Supreme Court affirmed almost a century ago that the “right to recover what one has lost by

the enforcement of a judgment subsequently reversed is well established.” Balt. & Ohio R.R. v.

United States, 279 U.S. 781, 786 (1929);3 see also United States v. Morgan, 307 U.S. 183, 197

(1939) (“What has been given or paid under the compulsion of a judgment the court will restore

when its judgment has been set aside and justice requires restitution.”); Atl. Coast Line R.R. v.

Florida, 295 U.S. 301, 309 (1935) (“[W]hat has been lost to a litigant under the compulsion of a

judgment shall be restored thereafter, in the event of a reversal, by the litigants opposed to him,

the beneficiaries of the error.”); Bank of U.S. v. Bank of Wash., 31 U.S. 8, 17 (1832) (“On the

reversal of the judgment, the law raises an obligation in the party to the record, who has received

the benefit of the erroneous judgment, to make restitution to the other party for what he has

lost.”).4

3 In Baltimore & Ohio Railroad Co., the Supreme Court found that railroads benefiting from

an invalid order of the Interstate Commerce Commission were obligated to make restitution after the reversal of the judgment sustaining that ICC order. 279 U.S. at 786.

4 Other courts to address this issue have similarly affirmed that litigants are entitled to restitution of claims paid pursuant to a subsequently reversed judgment. See, e.g., Strong v. Laubach, 443 F.3d 1297, 1299 (10th Cir. 2006) (“Should the judgment be reversed on appeal, a district court may, on motion or sua sponte, order the judgment creditor to restore the benefits obtained.”) (citing Balt. & Ohio R.R. v. United States, 279 U.S. 781, 786 (1929)); Caldwell v. Puget Sound Elec. Apprenticeship & Training Trust, 824 F.2d 765, 767 (9th Cir. 1987) (“Well established principles of restitution permit a court, after being reversed, to order restitution.”); Hinchman v. Ripinsky, 202 F. 625, 627 (9th Cir. 1913) (“As it respects the restitution awarded by the District Court, that was a relief very properly granted . . . .


7

The Restatement recognizes this principle. A party that transferred property in

compliance with a subsequently reversed judgment has a claim in restitution. See Restatement

(Third) of Restitution and Unjust Enrichment § 18 (2011) (“A transfer or taking of property, in

compliance with or otherwise in consequence of a judgment that is subsequently reversed or

avoided, gives the disadvantaged party a claim in restitution as necessary to avoid unjust

enrichment.”). The commentary to the relevant section of the Restatement further explains,

“Although the present section refers only to a ‘judgment’ that is subsequently reversed or

avoided, the same principle governs any case of unjust enrichment in consequence of a judicial

or administrative order (such as a preliminary injunction or a regulation) that is subsequently

dissolved or withdrawn.” Restatement (Third) of Restitution and Unjust Enrichment § 18 cmt. a

(2011).

This Court, of course, recently ordered repayment of an improperly granted award, citing

the Restatement as authority. Order & Reasons re Return of Payments Made to Casey C. Thonn

and Others (“Thonn Order”), Rec. Doc. 12794, at 23 (stating that the concept embodied in

Section 18 of the Restatement (Third) of Restitution and Unjust Enrichment “is based on the

general principle that one should not be permitted to keep that which in equity and good

conscience should be restored to another” (citations omitted)). In ordering restitution from the

professionals who assisted Mr. Thonn, the Court stated that “restitution is often ordered where

[t]he decree of the trial court stood reversed and annulled, and the appellant was entitled to have that returned to him which was taken away by an erroneous judgment.”); Iowa Elec. Light & Power Co. v. Atlas Corp., 654 F.2d 704, 706 (8th Cir. 1981) (“[C]ourts have frequently held that, when a benefit has been conferred in compliance with a judgment subsequently reversed, restitution may be required.”); Bernoskie v. Zarinsky, 927 A.2d 149, 152 (N.J. Super. Ct. App. Div. 2007) (“Restitution on reversal of a judgment is dictated by principles of fairness to the parties and public policy concerns. Between the parties, while the proceeds were obtained lawfully pursuant to a judgment then valid, retention after reversal of that judgment unjustly enriches the recipient.”).


8

there is no fault.” Thonn Order at 22; see also Berger v. Dixon & Snow, P.C., 868 P.2d 1149,

1152–53 (Colo. Ct. App. 1993) (“A claim for equitable restitution does not depend upon a breach

of substantive duty in tort or contract; restoration of a benefit may be ordered without a finding

of fault or misconduct.”); Schock v. Nash, 732 A.2d 217, 232–33 (Del. 1999) (“Restitution is

permitted even when the defendant retaining the benefit is not a wrongdoer. Restitution serves to

deprive the defendant of benefits that in equity and good conscience he ought not to keep, even

though he may have received those benefits honestly in the first instance, and even though the

plaintiff may have suffered no demonstrable losses.” (internal quotation marks and footnote

omitted)); Fleer Corp. v. Topps Chewing Gum, Inc., 539 A.2d 1060, 1063 (Del. 1988) (“The

remedy of restitution may be invoked regardless of whether or not the party retaining the benefit

is found to be a wrongdoer.”). And the Court further noted that fraud was not a prerequisite for

clawback. Thonn Order at 22-23, 26.

Another district court opinion applying these principles is instructive. In Broadcom

Corp. v. Qualcomm Inc., the district court considered Qualcomm’s request for a return of the

royalties it had paid to Broadcom on a patent (“the ’686 patent”) pursuant to an injunction that

had since been reversed. 585 F. Supp. 2d 1187, 1188 (C.D. Cal. 2008). Following a finding of

infringement, the district court had entered a permanent injunction against Qualcomm, ordering

it to pay to Broadcom an ongoing royalty of 6% of all revenues received by Qualcomm for sales

after a particular date of “’686 Infringing Products,” and Qualcomm had thereafter paid

Broadcom approximately $11 million in royalties. Id. When the Federal Circuit found the

patent invalid and therefore not infringed, Qualcomm moved for the return of the royalty

payments. Id. at 1189. The district court recognized that “[i]t is black letter law that when

money is paid pursuant to a court order that is subsequently reversed, the disadvantaged party


9

has a right to restitution,” and it held that “under the law of restitution, Qualcomm is entitled to

restitution” of the royalties, plus interest. Id. at 1189, 1191.

Applied here, these legal principles establish BP’s right to restitution of the overpayments

made pursuant to the former erroneous policy and the March 5, 2013 order. Application of

Policy 495 leads to dramatically different calculations of lost profits compared with the

calculations that led to these overpayments. A vast number of claimants received awards well in

excess of what they are entitled to under the Settlement Agreement (as calculated under Policy

495), and some received entirely unwarranted awards under the correct application of the

Agreement. They were unjustly enriched. Although lacking in some cases all of the facts

necessary to fully apply Policy 495, as the attached declaration demonstrates, BP’s assessment

indicates that were the awards correctly calculated, they are sometimes millions of dollars

smaller than those calculated under the Settlement Administrator’s now-invalidated policy. The

claims identified to date for which restitution is likely to be appropriate are contained in Exhibit

A. By way of example, the following awards5 bear no relationship to reality (economic,

contractually agreed to, or otherwise) and are representative of common errors in claims listed in

Exhibit A:

• Claimant 03 sells animals and animal skins. The Settlement Program awarded Claimant $7.3 million pre-RTP ($16.9 million post-RTP). This award presents a classic example of how the failure to properly match revenue and expenses led to distorted award calculations. During the five-year period from 2007-2011, Claimant never had annual variable profit higher than $ million in any benchmark year but their award implied 2010 variable profit of $ million. In order for this award to be correct, it would mean that in the absence of the spill, Claimant’s 2010 variable profit would have more than over any other year. This enormous award resulted from the failure to

5 For each of the examples, access to additional data, further analysis and full application of

Policy 495 may show that the overpayment amounts exceed these estimates or that the claimant no longer passes the Exhibit 4B tests and therefore is not entitled to any compensation. In addition, these estimates do not include accounting fees, which must be recalculated pursuant to Section 4.4.13.8 of the Settlement Agreement.


10

match corresponding variable expenses with the revenue associated with those expenses. This company purchased more than $ million of inventory between January and March of 2009 and reflected those purchases as expenses. Because the sales of the products did not occur until later months, the approximately $ million in expenses were not matched with the revenue from the sales, giving the false impression of excessive costs in January and March 2009 and inflated profits (untethered to the actual costs) in later months. Based upon the available data, it is estimated that the Settlement Program’s use of insufficiently matched data resulted in an estimated overpayment to this claimant of approximately $14 million.

• Claimant 30 is a construction company located hundreds of miles from the Gulf of Mexico. The Settlement Program awarded Claimant $10.1 million pre-RTP ($13.2 million final paid award). This award was based on the use of inaccurate financial data. For example, in December 2009, Claimant recorded only $ of revenue against more than $ million dollars in costs of goods sold to correct for overstatements of monthly revenue earlier in the year. Yet, prior to the implementation of Policy 495, the Settlement Program did not apply this correction to the months in which the error actually occurred. Likewise, in both August and October 2010, the Claimant understated monthly revenues leading to negative variable profits in those months and excess revenues and variable profits in the months where the misstatements were corrected. Once again, prior to the implementation of Policy 495, the Settlement Program did not apply the corrections to the months in which the misstatements occurred. By using incorrect monthly revenues, and not accurately matching revenues and expenses, the Settlement Program inflated Claimant’s pre-spill performance and artificially depressed Claimant’s post-spill performance, leading to an inflated award. Based upon the available data, it is estimated that the Settlement Program’s use of insufficiently matched data resulted in an estimated overpayment to this claimant of approximately $8.4 million.

• Claimant 37 is a construction contractor in Alabama. The Settlement Program awarded Claimant more than $2 million pre-RTP ($2.7 million final paid award), more than double the annual variable profit for the previous two calendar years. This award was based on financial data that Claimant admits was incorrect. An external review of Claimant’s financial records revealed an understatement of Claimant’s May 2009 to April 2010 expenses of more than $ million. Claimant corrected its reviewed annual financial records and its tax returns, but the misstatement was not corrected on the monthly P&Ls submitted to the Settlement Program. The Settlement Program used Claimant’s uncorrected and admittedly erroneous monthly P&L’s. In addition, Claimant’s monthly financial data for May, 2010 recorded $ in negative revenue. Revenue is never actually negative and Claimant acknowledged to the Settlement Program that this entry was a correction for an earlier error. Yet, the Settlement Program nonetheless used the claimed negative revenue in its calculation, thus materially understating Claimant’s post-spill performance and further overstating the award. In fact, the claimant actually lost money during the May 2009 to April 2010 fiscal year, and had nearly identical variable profit during the May 2010 to April 2011 fiscal year. Based upon the available data, it is estimated that the Settlement Program’s use of insufficiently matched data resulted in an estimated overpayment to this claimant of approximately $2.0 million.


11

• Claimant 18 is an advertising firm that received a $2.9 million pre-RTP ($3.8 million final award paid). This award was made despite the claimant’s 2010 variable profit increasing % over the benchmark year variable profit. The award implied the Claimant’s 2010 variable profit would have been more than times the variable profit in the 2009 benchmark year. The Settlement Program failed to match corresponding variable expenses with revenue. Specifically, in August 2010, the Claimant spent $ million dollars to purchase media for its client. During that same month, Claimant only recorded $ in revenue. By failing to associate the $ million in media expenses with the revenue those expenses generated in other months, the Settlement Program erroneously concluded that the Claimant had suffered a nearly $ million loss in the month in question. Based upon the available data, it is estimated that that Settlement Program’s use of insufficiently matched data resulted in an estimated overpayment to this claimant of approximately $3.3 million.

Restitution for such inappropriate awards vindicates the correct interpretation of the BEL

framework and prevents unjust enrichment of claimants who received inflated payments, as well

as the attorneys and others who benefited from their doing so. For these reasons, BP respectfully

requests this Court order that improperly calculated awards be repaid in the amount of

overpayment.

B. Rule 23 Concerns Require Equal Treatment of Similarly Situated Claimants

One of the hallmarks of the Settlement Agreement is that it seeks to treat similarly-

situated claimants in a similar fashion. The parties agreed on this principle, and Federal Rule of

Civil Procedure 23 requires it. Cf. Order & Reasons Responding to Remand of Business

Economic Loss Issues, Rec. Doc. 12055 (finding that the parties were “in agreement that

similarly situated claimants must be treated alike, and that in order to achieve a class settlement

agreement, it was necessary that there be a transparent, objective methodology adopted to

determine lost profits”). Rule 23(a) and 23(b) “focus court attention on whether a proposed class

has sufficient unity so that absent [class] members can fairly be bound by decisions of class

representatives,” and “[t]hat dominant concern persists when settlement, rather than trial, is

proposed.” Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 621 (1997). The superiority

requirement of Rule 23(b)(3) seeks to “‘achieve economies of time, effort, and expense, and


12

promote uniformity of decision as to persons similarly situated.’” Id. at 615 (emphasis added)

(quoting Fed. R. Civ. P. 23 advisory committee’s note (1966 amends.)). Requiring that paid

claims be recalculated consistent with Policy 495 would ensure compliance with Rule 23.

Absent such recalculation, two similarly situated businesses, with similar financial performance

before and after the Spill, would get very different awards based solely on whether the Claims

Administrator processed the claim before or after October 3, 2013.

This Court recognized the importance of reliable, common methodologies when, in

approving the Settlement Agreement, it described the Settlement Program as “calculat[ing]

awards using public, transparent frameworks that apply standardized formulas derived from

generally accepted and common methodologies,” and ensuring that “similarly situated class

members are treated similarly.” Rec. Doc. 8138, at 8. Allowing award calculations for similarly

situated claimants pursuant to vastly different compensation policies would upend the “common

methodologies” integral to the Settlement Agreement.

II. BP IS ENTITLED TO AN ORDER ENJOINING THE DISSIPATION OF FUNDS

In addition to a restitution order, BP seeks a preliminary injunction prohibiting certain

BEL claimants (Exhibit B) from dissipating awards they received under the Administrator’s

now-invalidated interpretation of the Agreement. In order to secure a preliminary injunction, the

movant must establish four elements:

(1) a substantial likelihood of success on the merits, (2) a substantial threat of irreparable injury if the injunction is not issued, (3) that the threatened injury if the injunction is denied outweighs any harm that will result if the injunction is granted, and (4) that the grant of an injunction will not disserve the public interest.

Janvey v. Alguire, 647 F.3d 585, 595 (5th Cir. 2011) (internal quotation marks omitted). In

deciding a motion for preliminary injunction, the Court’s “task is to balance the relative


13

conveniences of the parties,” Calagaz v. DeFries, 303 F.2d 588, 589 (5th Cir. 1962) (per

curiam), bearing in mind that “[p]erhaps the single most important prerequisite for the issuance

of a preliminary injunction is a demonstration that if it is not granted the applicant is likely to

suffer irreparable harm.” 11A Charles Alan Wright, Arthur R. Miller & Mary Kay Kane,

Federal Practice and Procedure § 2948.1 (3d ed. 2013); Calagaz, 303 F.2d at 589. An injunction

should issue in this case because BP meets all four required elements and is certain to suffer an

irreparable injury without prompt relief.

In addition, an injunction preventing the further dissipation of erroneous BEL awards is

within the inherent equitable authority of this Court. The Fifth Circuit has noted that “case law

does allow a district court to exercise its equitable powers in ordering a preliminary injunction to

secure an equitable remedy such as restitution,” Fed. Sav. & Loan Ins. Corp. v. Dixon, 835 F.2d

554, 560 (5th Cir. 1987), and further that “case law provides several examples of courts properly

freezing assets prior to a final determination on the merits,” id. at 561. It has held that “general

equitable powers give the district court the authority to freeze assets when necessary, as here, to

preserve meaningful equitable remedies.” Id. at 563; see also In re Fredeman Litig., 843 F.2d

821, 827 (5th Cir. 1988) (“[A]n injunction may issue to protect assets that are the subject of the

dispute.”); USACO Coal Co. v. Carbomin Energy, Inc., 689 F.2d 94, 96 (6th Cir. 1982)

(affirming a district court’s grant of a preliminary injunction restraining the corporate defendants

from disposing of their assets, noting that the “district court issued the injunction upon finding a

substantial likelihood that plaintiffs would ultimately prevail on a claim for restitution based on

the allegation of a breach of fiduciary duty”); In re Estate of Ferdinand Marcos, Human Rights

Litig., 25 F.3d 1467, 1476 (9th Cir. 1994) (stating that “[i]t is unquestionable that it is within the

district court’s authority to issue a preliminary injunction where final equitable relief is sought”


14

and upholding the district court’s entry of a preliminary injunction prohibiting the defendants

from “transferring, secreting or dissipating” assets).

A preliminary injunction freezing the awards paid to the identified BEL claimants is “a

reasonable measure to preserve the status quo.” United States v. First Nat’l City Bank, 379 U.S.

378, 385 (1965) (internal quotation marks omitted).6 The amount of overpayments to these

claimants is identifiable at this stage with reasonable reliability. For the claims identified in

Exhibit B, BP’s accounting expert has estimated and set forth a likely value of the overpayment

resulting from the CSSP’s use of insufficiently matched data. For these claims, it is possible that

full application of Policy 495 will reveal that the overpayment is different than estimated or that

the claimant no longer passes the Exhibit 4B tests and therefore is not entitled to any

compensation. Accordingly, this Court should exercise its inherent equitable powers to enter an

injunction prohibiting the further dissipation of BEL awards pending recalculation of these

claims.

A. BP Is Substantially Likely To Succeed on the Merits of Its Restitution Claims

BP is entitled to injunctive relief because it is substantially likely to succeed on the merits

of its claims for restitution against individual claimants who received inflated awards under the

Claims Administrator’s erroneous interpretation of the BEL Framework. As discussed in Part I

supra, a party’s “right to recover what one has lost by the enforcement by a judgment

subsequently reversed is well established.” Balt. & Ohio R.R., 279 U.S. at 786. This court has 6 In United States v. First National City Bank, the United States was attempting to collect taxes

owed to it by a taxpayer, a foreign corporation. 379 U.S. 378, 379 (1965). While attempting to obtain personal jurisdiction over the taxpayer, the government sought a preliminary injunction ordering the bank, over which the court clearly had personal jurisdiction, to freeze the taxpayer’s accounts in its foreign branches. Id. at 379–80. The district court obliged, and the Supreme Court approved the injunction, stating, “The temporary injunction issued by the District Court seems to us to be eminently appropriate to prevent further dissipation of assets.” Id. at 385.


15

already confirmed in its December 24, 2013, Order that the Settlement Agreement requires

matching of corresponding revenues and expenses, and ordered the Claims Administrator to

establish policies and protocols implementing the matching directive. Now that Policy No. 495

has been finalized and approved by this Court, the proper amount due to BEL claimants as

compensation can be calculated using the correct methodology. Once that figure is known, there

is no basis for a claimant to retain funds paid by the Claims Administrator beyond what they are

due pursuant to the Settlement Agreement.

B. BP Faces a Substantial Threat of Irreparable Injury

An order “maintaining the status quo” is “appropriate when . . . denial of the order would

inflict irreparable injury on the movant.” Ruiz v. Estelle, 650 F.2d 555, 565 (5th Cir. 1981) (per

curiam) (internal quotation marks omitted); In re Fredeman Litig., 843 F.2d at 827.

Here, the harm threatening BP is irreparable because, as a practical matter, once

claimants have spent their awards, BP is unlikely to be able to recover fully the monies

improperly paid. Both prior precedent and the facts here demonstrate the injury that BP will

suffer and, indeed, is suffering on an ongoing basis. The Fifth Circuit has already recognized the

irreparable injury that BP suffered upon distribution of the awards. See In re Deepwater

Horizon, 732 F.3d at 345 (finding irreparable harm when, absent a preliminary injunction barring

further payouts of BEL claims, BP stood to lose “hundreds of millions of dollars of

unrecoverable awards”); see also id. at 332 n.3 (noting that “improper awards will have been

distributed to potentially thousands of claimants and BP will have no practical way of recovering

these funds should it prevail”). An order enjoining further dissipation is the only means by

which not to compound this injury. A preliminary injunction preventing the enumerated

claimants from spending the overpayments described in Exhibit B would only “enjoin conduct


16

that might be enjoined under a final order.” In re Fredeman Litig., 843 F.2d at 827. In these

circumstances, a preliminary injunction is “eminently appropriate to prevent further dissipation

of [those] assets.” First Nat’l City Bank, 379 U.S. at 385.7

The record also demonstrates that the corporate structure of many of the claims recipients

heightens the risk of dissipation. The legal and tax structure of most closely-held businesses

incentivizes the distribution of profits and excess cash to owners, primarily by structuring the

business as a “pass-through” entity such as a Limited Liability Corporation (LLC), partnership,

or S-corporation. These structures allow business profits to be taxed directly to owners, allowing

owners to receive cash payments without any additional tax liability. Thus the movement of

monies out of claimants with such a structure is easily accomplished, making dissipation more

likely. BP’s accounting expert reviewed the annual income tax returns of 205 claimants, and

found that more than three quarters of them were structured as pass-through entities. See

Declaration of Brian Gaspardo ¶¶ 17-30.

BP’s accounting expert further evaluated whether the claimants structured as pass-

through entities would have sufficient other resources or assets to repay the portion of their claim

awards that represents an overpayment, if the claim award was disbursed outside the corporate

form. For many of the claimants, he found that the paid awards represented a payment many 7 Tisino v. R & R Consulting & Coordinating Group, L.L.C., 478 F. App’x 183 (5th Cir. 2012)

(per curiam), is instructive. In that case, plaintiffs in a class action lawsuit sued to recover settlement funds that had been paid improperly to a disbarred attorney who had illegally solicited class members. Id. at 184. The district court issued a preliminary injunction freezing the defendant’s assets derived from those settlement proceeds. The Fifth Circuit affirmed, explaining that “[t]he significant risk that [the] settlement funds would be dissipated and placed beyond Appellees’ reach constitutes a threat of substantial irreparable injury.” Id. at 186. As in Tisino, BP here faces a substantial risk that the erroneous awards will be dissipated before the compensation amounts due under the now-approved Policy No. 495 is recalculated.


17

times greater than existing net worth and a cash infusion well in excess of annual earnings. Id.

Under these circumstances, it is highly likely that many of these claimants would lack sufficient

financial resources to return in full any overpayment from general corporate assets beyond the

overpayment. As such, BP faces a high likelihood of irreparable injury if these claimants are not

enjoined from further dissipating their BEL awards before Policy No. 495 is applied to them.

C. The Balance of Equities Favors the Entry of a Preliminary Injunction

The balance of equities favors freezing probable overpayments from previously-paid

BEL awards until the correct compensation amount under Policy No. 495 is determined. First,

the proposed injunction will not affect claimants who have received or are seeking awards for

individual economic loss, property damage, subsistence, vessels of opportunity, and vessel

physical damage. These claimants will continue to have their claims processed and, if

appropriate, paid by the Settlement Program. Cf. Janvey, 647 F.3d at 601 (finding that the fact

that plaintiff reached an agreement to allow defendants to use “all but certain discrete categories

of compensation” supported balance of harms favoring preliminary injunction).

As for BEL claimants who received erroneous awards, they have no legitimate interest in

retaining that portion of awards that represent payments they are not entitled to under the terms

of the Settlement Agreement. Cf. In re Deepwater Horizon, 732 F.3d at 345 (“The interests of

individuals who may be reaping windfall recoveries because of an inappropriate interpretation of

the Settlement Agreement and those who could never have recovered in individual suits for

failure to show causation are outweighed by the potential loss to [BP] and its public shareholders

of hundreds of millions of dollars of unrecoverable awards.”); Dixon, 835 F.2d at 563

(preliminary injunction was appropriate to preserve right to restitution of unjustified payments to

bank officers, “regardless of whether these officers knew that [their] compensation was not

justified”). To the extent that they might have compensable claims even under the appropriate


18

matching protocol, any effect of an injunction is temporary. On the one hand, the claimant faces

only delay in potential spending of the portion of the award that represents overpayment; on the

other hand, BP faces the very real prospect that money, once spent, will not be recoverable. Cf.

In re Enron Corp. Sec., Derivative & “Erisa” Litig., No. MDL-1446, 2004 WL 2889891, at *6

(S.D. Tex. Dec. 9, 2004) (“While there may be some delay in payment, . . . any perceived harm

is outweighed by the significant and irreparable harm that will be inflicted on the [moving party]

if the [assets] are depleted . . . .”).

Further, BP disputed in court the Claims Administrator’s interpretation of the BEL

framework from the outset, creating the risk to claimants that BP would eventually prevail on

this issue. Cf. Strong v. Laubach, 443 F.3d 1297, 1300 (10th Cir. 2006) (“By executing on their

judgment and receiving [the property] during the pendency of the appeal, the [plaintiff] assumed

the risk that [it] might have to repay the money if [defendants] prevailed on appeal.”). Every

claimant from whom BP is seeking restitution pursuant to this motion was specifically and

expressly put on notice when BP appealed the claimant’s award within the CSSP. Moreover, BP

made every effort to prevent this situation from occurring by seeking an injunction pending

appeal both from this Court and from the Fifth Circuit. Class Counsel resisted that approach and

instead insisted on running the risk that BP would prevail and claimants would be obligated to

repay excessive awards. Under these circumstances, the balance of equities favors granting the

injunction and preventing the paid awards from being dissipated while the Claims Administrator

calculates the proper amounts due to BEL claimants under Policy No. 495.

D. The proposed injunction will promote the public interest

The public interest is served by a correct interpretation and implementation of the

Settlement Agreement. There is no public interest in permitting dissipation of assets to which


19

claimants had no right. See USACO Coal Co., 689 F.2d at 99–100 (“[W]e conclude that the

public interest is no way disserved by the order prohibiting defendants from dissipating and

concealing assets until the plaintiffs’ equitable claims are resolved.”). By contrast, there is a

strong public interest in ensuring that funds remain available to satisfy BP’s claims for restitution

once the proper amounts due to BEL claimants under Policy No. 495 are calculated. Cf. Strouse

Greenberg Props. VI L.P. v. CW Capital Asset Mgmt. LLC, 442 F. Supp. 2d 313, 321 (E.D. La.

2006) (concluding that “there is a greater public interest in granting injunctive relief to assure

that the funds remain available” to enforce a contract than in allowing the funds to be used for

other efforts).

Finally, a strong public interest exists in ensuring that parties who pay claims in

compliance with a judgment that is later reversed are able to receive repayment of their claims.

“As a matter of policy, there is a ‘need to remedy [a] misapplication of the coercive force of

legal process’ and avoid discouraging compliance with lawful orders not stayed pending appeal.”

Bernoskie v. Zarinsky, 927 A.2d 149, 152 (N.J. Super. Ct. App. Div. 2007) (alteration in

original) (quoting Restatement (Third) of Restitution and Unjust Enrichment § 18 cmt. e).

CONCLUSION

BP respectfully requests that this Court enter an order directing that BP is entitled to

restitution, plus interest, from claimants who were overpaid as a result of the erroneous matching

policy or should not have been paid at all. To the extent that professionals (lawyers, accountants,

or others) have been paid a proportional amount of those recoveries, they must repay that amount

as well, plus interest. These awards should be recalculated under the now-approved Policy No.

495. In addition, BP respectfully requests that this Court enter an injunction preventing the BEL

claimants identified in Exhibit B from dissipating the overpaid portion of those awards pending

the recalculation of their compensation amounts under Policy No. 495.


20

June 27, 2014 Mark Holstein BP AMERICA INC. 501 Westlake Park Boulevard Houston, TX 77079 Telephone: (281) 366-2000 Telefax: (312) 862-2200

Respectfully submitted, /s/ Kevin M. Downey Kevin M. Downey F. Lane Heard III WILLIAMS & CONNOLLY LLP 725 Twelfth Street, N.W. Washington, DC 20005 Telephone: (202) 434-5000 Telefax: (202) 434-5029

Daniel A. Cantor Andrew T. Karron ARNOLD & PORTER LLP 555 Twelfth Street, NW Washington, DC 20004 Telephone: (202) 942-5000 Telefax: (202) 942-5999 Robert C. “Mike” Brock COVINGTON & BURLING LLP 1201 Pennsylvania Avenue, NW Washington, DC 20004 Telephone: (202) 662-5985 Telefax: (202) 662-6291 Jeffrey Lennard Keith Moskowitz DENTONS US LLP 233 South Wacker Drive Suite 7800 Chicago, IL 60606 Telephone: (312) 876-8000 Telefax: (312) 876-7934 OF COUNSEL

/s/ Don K. Haycraft S. Gene Fendler (Bar #05510) Don K. Haycraft (Bar #14361) R. Keith Jarrett (Bar #16984) LISKOW & LEWIS 701 Poydras Street, Suite 5000 New Orleans, Louisiana 70139 Telephone: (504) 581-7979 Telefax: (504) 556-4108 Richard C. Godfrey, P.C. Wendy L. Bloom KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, IL 60654 Telephone: (312) 862-2000 Telefax: (312) 862-2200 Jeffrey Bossert Clark Dominic E. Draye KIRKLAND & ELLIS LLP 655 Fifteenth Street, N.W. Washington, D.C. 20005 Telephone: (202) 879-5000 Telefax: (202) 879-5200

ATTORNEYS FOR BP EXPLORATION & PRODUCTION INC. AND BP AMERICA PRODUCTION COMPANY


21

CERTIFICATE OF SERVICE

I hereby certify that the above and foregoing pleading has been served on All Counsel by

electronically uploading the same to Lexis Nexis File & Serve in accordance with Pretrial Order

No. 12, and that the foregoing was electronically filed with the Clerk of Court of the United

States District Court for the Eastern District of Louisiana by using the CM/ECF System, which

will send a notice of electronic filing in accordance with the procedures established in MDL

2179, on this 27th day of June, 2014.

/s/ Don. K. Haycraft Don K. Haycraft



In Re: Oil Spill by the Oil Rig

“Deepwater Horizon” in the Gulf of Mexico, on April 20, 2010


******* ** * *

MDL NO. 2179 SECTION: J HONORABLE CARL J. BARBIER

MAGISTRATE JUDGE SHUSHAN

DECLARATION OF BRIAN L. GASPARDO

I, Brian L. Gaspardo, declare and state as follows:

1. I am over the age of 18 and am a resident of the State of Illinois. Unless

otherwise stated, I have personal knowledge of the facts set forth herein, and, if called to do so,

could testify truthfully thereto.

2. I am the Managing Member of O’Neill & Gaspardo, LLC, a Consulting and CPA

firm located in Mokena, Illinois. I am a Certified Public Accountant and have over 20 years of

professional experience performing audit, tax, accounting, business valuation, financial analysis,

and consulting services for clients throughout the United States. I received a B.A. in economics

from Harvard University in 1991 and an M.B.A. from the University of Chicago in 2001. I serve

on the Boards of Old Plank Trail Bank and La Rabida Children’s Hospital in Chicago. I have

testified and submitted reports as an expert witness on a variety of topics, including business

performance, business valuation, accounting, and financial reporting.

3. BP retained me to assist in the review of the accounting records and claim files

for numerous BEL awards issued by the Court Supervised Settlement Program (“CSSP”). To


2

date, my firm has reviewed thousands of BEL awards made by the CSSP and the claim files

associated with those claims.

4. In this Declaration, I explain the analysis that I am undertaking to identify certain

previously paid claims that, as a result of the Settlement Program’s use of insufficiently matched

financial data, resulted in significant overpayments to claimants. I have not yet completed that

analysis, but I describe the results of the analysis with regard to 793 claims. In addition, I

address the heightened risks that (i) claimants in receipt of overpayments are likely to disburse

the overpayments out of the business and (ii) once the overpayments are disbursed, it will in

many cases be difficult for claimants to reimburse the overpayment.

I. Background

5. From the opening of the Settlement Program on June 4, 2012 until October 2,

2013, the CSSP did not take steps to match claimants’ revenue with corresponding variable

expenses. The Settlement Program issued and paid more than $2 billion in BEL awards between

August 2012-October 2, 2013, many of which were based on insufficiently matched financial

data.

6. I understand that on October 2, 2013, the United States Court of Appeals for the

Fifth Circuit reversed and remanded the Claims Administrator’s prior policy that did not require

the matching of revenue and corresponding expenses. Among other things, the Fifth Circuit

explained that:

• “The difficulty is that subtracting temporally related revenues and expenses

recorded by cash basis claimants would not result in numbers that could fairly be

said to represent actual economic losses or lost ‘variable profits’.” In re

Deepwater Horizon, 732 F.3d 326, 336 (5th Cir. 2013).


3

• Exhibit 4C should be interpreted as requiring an “accrual style framework” for

calculation of lost profits, meaning that revenues and expenses must be properly

matched: “[O]nly matching provides a realistic chance of achieving the ostensible

goal of the settlement of compensating claimants for real losses.” Id. at 338.

• “[T]he interpretation urged by the Administrator is completely disconnected from

any reasonable understanding of calculation of damages.” Id. at 339.

7. Compliance with the Fifth Circuit’s directives to adopt an accrual style

framework for calculation of a realistic measure of actual economic losses consistent with

economic reality required consideration of the proper allocation of monthly revenue and the

identification of corresponding variable expenses that relate to that revenue so that the revenue

and corresponding variable expenses can be sufficiently matched for purposes of applying the

Exhibit 4C BEL Compensation Framework. For example, on November 21, 2013, BP submitted

a detailed proposal setting forth a framework for evaluating BEL claims for matching issues and

correctly attributing revenue and expenses for insufficiently matched claims.

8. On December 24, 2013 the District Court held that “the provision [in Exhibit 4C]

for subtracting corresponding variable expenses requires that revenue must be matched with the

variable expenses incurred by a claimant in conducting its business, and that does not necessarily

coincide with when revenue and variable expenses are recorded.” Rec. Doc. 12055 at 5. The

District Court instructed the Claims Administrator to “adopt and implement an appropriate

protocol or policy for handling BEL claims in which the claimant’s financial records do not

match revenue with corresponding variable expenses.” Id.


4

9. In response to the District Court’s Order, the Claims Administrator issued Policy

495: Business Economic Loss Claims: Matching of Revenue and Expenses on March 12, 2014,

which this Court approved on May 5, 2014. Rec. Doc. 12817

10. All work described herein was performed by me or by my staff under my

direction.

II. Identification of Certain Paid Claims With Overpayments

11. The Settlement Program’s prior use of insufficiently matched financial data

potentially impacted a large universe of paid awards. For purposes of my initial analysis, I have

focused on paid awards that BP appealed on matching grounds.

12. I use the District Court approved Policy 495 for purposes of my analysis

described below, because it reflects the District Court’s adoption of a comprehensive matching

policy that was developed as a result of an extensive process that involved consultations among

the CSSP accounting vendors and the parties. In some cases, I do not currently have access to all

of the facts necessary to fully apply Policy 495. Working with the available data, I have

performed an assessment to: (a) identify whether a claim likely received an overpayment due to

the use of insufficiently matched financial data, and (b) for selected claims, estimate the likely

amount of the overpayment resulting from the use of insufficiently matched data (access to

additional data may reveal that the actual amount of overpayment is different than I have

estimated). These assessments, while reliable for the purposes for which I am using them, are in

no way a replacement for the full application of Policy 495. In addition, it is possible that

submission of additional information by a claimant might change the results of my analysis.

13. I have set forth on Exhibit A a list of previously paid BEL awards that BP

appealed on matching grounds for which the Settlement Program’s use of insufficiently matched


5

financial data likely resulted in an overpayment. The following describes my analysis in

identifying the claims on Exhibit A:

• The first step under Policy 495 involves the correction of errors and mismatching in a claimant’s financial data. Once it is completed, Policy 495 uses seven criteria to identify whether indicia of an unmatched claim remain notwithstanding the corrections. If so, applicable methodologies are applied to further address the matching problem. Where the claim file does not contain sufficient detail, however, I am unable to fully perform the first step. Therefore, initially, I applied, solely as a screening tool and without first evaluating the claim for errors and mismatching, the seven criteria indicative of an unmatched claim to the paid claims that BP had appealed on matching grounds. The presence of one or more of the criteria suggests that the claim may contain insufficiently matched data and requires further analysis. If a claim did not meet any of the seven criteria, for purposes of this evaluation only I removed it from further consideration.1

• As a second step in the screening process, for those claims (other than professional services claims) that contained one of more of the Policy 495 criteria for an insufficiently matched claim, I applied the applicable Policy 495 general methodology for correcting matching problems – annual variable margin (“AVM”), construction, agriculture (using an August to July revenue convention assigned to an April to November growing season), and educational institutions, again without first correcting errors or mismatching in the financial data. Once more, this was done simply to assist in screening those claims that likely had an overpayment; specific corrections of errors and mismatching is necessary in order to fully apply Policy 495, and, any errors and mismatches related to the independent variable would remain wholly uncorrected even after applying the appropriate Policy 495 general methodology.

• I next compared the estimated compensation calculated using the financial data resulting from the above screening process to the original award amount calculated and paid by the Settlement Program. If the original award amount exceeds the result derived as a result of the screening process, this provides a strong indication that the claimant likely received an overpayment, and I therefore included the claim on Exhibit A. Because I am only using screening tools for the claims on Exhibit A, calculation of the precise amount of overpayment requires additional analysis.

• Professional services claims require a different approach for my screening analysis. Under Policy 495, revenue for professional services claims is measured in one of two ways. As a general rule, Policy 495 allocates professional services

1 It should be noted that while the seven criteria for identifying unmatched claims set forth in Policy 495 are very helpful, they are not exhaustive and will not identify all unmatched claims. My use of the seven criteria should not be interpreted to suggest that the claims not included on the list do not have matching problems.


6

revenue evenly across the months included in the duration of each underlying customer or client engagement. Alternatively, the claimant may try to provide sufficient objective records from which an allocation based on the level of effort over the life of the matter may be made. I do not have access to information necessary to perform either of these revenue allocations. However, as the professional services general methodology reflects, these claims overwhelmingly fail matching criteria due to revenue not being reflected as earned. Cash accounting and contractual provisions lead to spikes in monthly revenues unrelated to economic reality. These accounting conventions, coupled with the BEL framework’s mathematical formula, results in distorted award calculations. Eliminating the artificial revenue spikes created by the failure to match will generally reduce optimal compensation calculated under the BEL framework. Thus, with regard to professional services claims, the presence of one or more of Policy 495’s seven criteria leads me to conclude that application of matching likely will lower the award by eliminating the revenue spike distortions.

14. As explained above, the claims on Exhibit A likely have matching problems that

resulted in an overpayment. For a subset of those claims, I have estimated and set forth on

Exhibit B a likely value of the overpayment resulting from the CSSP’s use of insufficiently

matched data. For these claims, my analysis was limited to the documents and explanations

previously provided by the claimant, and it is possible that full application of Policy 495 would

reveal that the overpayment is different than I have estimated or that the claimant no longer

passes the Exhibit 4B tests and therefore is not entitled to any compensation. I describe below

my analysis used to arrive at the estimates on Exhibit B:

• I first reviewed the profit and loss statements for the benchmark years, 2010, and 2011, and evaluated the monthly statements for misstatements, errors and mismatching of revenue and expenses which in my judgment could be specifically identified and corrected. Where sufficient information existed to make a correction, I did so.

• I next applied the seven criteria for identifying unmatched claims as required by Policy 495 to ascertain whether the specific corrections of errors and mismatching discussed above had resulted in sufficient matching. If the corrected financial data did not contain any of the seven criteria -- for purposes of this evaluation only – I deemed the financial data sufficiently matched and applied the BEL framework to the corrected data.2 If the corrected financial data still contained

2 As explained above, there are situations where none of the seven criteria are triggered, but the financial data is nonetheless insufficiently matched.


7

one or more of the criteria of an insufficiently matched claim, as required by Policy 495, I applied the applicable Policy 495 methodology to match revenue and corresponding variable expenses. As explained earlier, such an analysis could not be done for any professional services claimants, and, in this specific review, agriculture growing seasons and related revenues were evaluated specifically to the extent possible with the information provided.

• Consistent with Policy 495, I next applied the appropriate tests set forth in Exhibit 4B of the Settlement Agreement. If a claim does not pass the applicable 4B test, the claimant is not entitled to any compensation under the Settlement Agreement, and thus the full value of the prior payment constitutes an overpayment.

• For those claims that pass the applicable Exhibit 4B test, I then used the financial data resulting from the above steps to perform the calculations set forth in the BEL framework to estimate whether a claimant is entitled to compensation and, if so, the estimated amount of compensation.

• Once I arrived at an estimated award consistent with Policy 495 (subject to the data limitations discussed herein) I subtracted the estimated award amount from the previously paid amount. The difference represents an estimate of the approximate amount of overpayment that occurred due to the Settlement Program’s use of insufficiently matched financial data. The “previously paid amount” includes the 5% overpayment penalty that was previously charged to BP and paid to the claimant when BP originally lost the appeal. BP lost the appeal because the Appeals Panel followed the now reversed CSSP policy that did not require matching. Had the CSSP required matching from the beginning, BP would not have lost the appeal and the claimant would not have received an additional overpayment in the amount of the 5% penalty paid by BP.

15. The following examples illustrate some of the types of overpayment that result

from the failure to match revenue and corresponding expenses; a problem that is common in the

claims listed in Exhibits A and B.

(a) Claimant 03 sells animals and animal skins. The Settlement Program awarded Claimant $7.3 million pre-RTP ($16.9 million final paid award). This award presents a classic example of how the failure to properly match revenue and expenses leads to distorted award calculations. During the five-year period from 2007-2011, Claimant never had annual variable profit higher than $ million in any benchmark year but their award implied 2010 variable profit of $ million. In order for this award to be correct, it would mean than in the absence of the spill, Claimant’s 2010 variable profit would have more than doubled over any other year. This enormous award resulted from the failure to match corresponding variable expenses with the revenue associated with those expenses. This company purchased more than $ million of inventory between January and March of 2009 and reflected those purchases as expenses in the months of purchase. Because the sales of the products did not occur until


8

later months, the approximately $ million in expenses were not matched with the revenue from the sales, giving the false impression of excessive costs between January and March 2009 and inflated profits (untethered to the actual costs) in later months. Based on the data available to me, I estimate that the Settlement Program’s use of insufficiently matched data resulted in an estimated overpayment to this claimant of approximately $14 million. Access to additional data and further analysis may change my analysis and my estimate.

(b) Claimant 30 is a construction company located hundreds of miles from the Gulf of Mexico. The Settlement Program awarded Claimant $10.1 million pre-RTP ($13.2 million final paid award). This award was based on the use of inaccurate financial data. For example, in December 2009, Claimant recorded only $ of revenue against more than $ million dollars in costs of goods sold to correct for overstatements of monthly revenue earlier in the year. Yet, prior to the implementation of Policy 495, the Settlement Program did not correct the revenue overstatement in the months in which the misstatement actually occurred. Likewise, in both August and October 2010, the Claimant understated monthly revenues leading to negative variable profits in those months and excess revenues and variable profits in the months where the misstatements were corrected. Once again, prior to the implementation of Policy 495, the Settlement Program did not apply the corrections to the months in which the misstatements occurred. By using incorrect monthly revenues, and not accurately matching revenues and expenses, the Settlement Program inflated Claimant’s pre-spill performance and artificially depressed Claimant’s post-spill performance, leading to an inflated award. Based on the data available to me, I estimate that the Settlement Program’s use of insufficiently matched data resulted in an estimated overpayment to this claimant of approximately $8.4 million. Access to additional data and further analysis may change my analysis and my estimate.

(c) Claimant 37 is a construction contractor in Alabama. The Settlement Program awarded Claimant more than $2 million pre-RTP ($2.7 million final paid award), more than double the annual variable profit for the previous two calendar years. This award was based on financial data that Claimant admits was incorrect. An external review of Claimant’s financial records revealed an understatement of Claimant’s May 2009 to April 2010 expenses of more than $ million. Claimant corrected its reviewed annual financial records and its tax returns, but the misstatement was not corrected on the monthly P&Ls submitted to the Settlement Program. The Settlement Program used Claimant’s uncorrected and admittedly erroneous monthly P&L’s. In addition, Claimant’s monthly financial data for May, 2010 recorded $ in negative revenue. Revenue is never actually negative and Claimant acknowledged to the Settlement Program that this entry was a correction for an earlier error. Yet, the Settlement Program nonetheless used the claimed negative revenue in its calculation, thus materially understating Claimant’s post-spill performance and further overstating the award. In fact, the claimant actually lost money during the May 2009 to April 2010 fiscal year, and had nearly identical variable profit during the May 2010 to April 2011 fiscal year. Based on the data available to me, I estimate that that Settlement Program’s use of insufficiently matched data resulted in an estimated overpayment to this claimant of approximately


9

$2.0 million. Access to additional data and further analysis may change my analysis and my estimate.

(d) Claimant 18 is an advertising firm that received a $2.9 million pre-RTP ($3.8 million final paid award). This award was made despite the claimant’s 2010 variable profit increasing % over the benchmark year variable profit. The award implied the Claimant’s 2010 variable profit would have been more than times the variable profit in the 2009 benchmark year. The Settlement Program failed to match corresponding variable expenses with revenue. Specifically, in August 2010, the Claimant spent $ million dollars to purchase media for its client. During that same month, Claimant only recorded $ in revenue. By failing to associate the $ million in media expenses with the revenue those expenses generated in other months, the Settlement Program erroneously concluded that the Claimant had suffered a nearly $ million loss in the month in question. Based on the data available to me, I estimate that that Settlement Program’s use of insufficiently matched data resulted in an estimated overpayment to this claimant of approximately $3.3 million. Access to additional data and further analysis may change my analysis and my estimate.

III. Heightened Risk of Dissipation of Assets By Claimants Receiving Overpayments

16. I have also been asked to assess whether there is a heightened risk in this case that

overpayments received by the claimants would be particularly difficult to recover if they are

disbursed outside the corporate form. Specifically, I examined whether claimants which

previously received overstated awards and payments due to a failure to match revenue and

expenses: (i) are likely to disburse the overpayments outside of the corporate form, and, if so,

(ii) whether those same claimants likely lack sufficient means to reimburse BP for such

overpayments should they be ordered to do so. As explained below, there is a high risk that

claimants who received overpayments will disburse their awards outside of the corporate form.

Based on a sampling of affected claims, many of the claimants who received overpayments are

pass-through entities that are specifically set up to allow for the tax efficient transfer of earnings

to their shareholders. Even those Claimants which are not set up as pass-through entities will

have a strong incentive to move their earnings out of the entity, whatever the form.

17. Moreover, the results of my sampling of affected claims show that if

overpayments are disbursed outside of the corporate form, many claimants will have difficulty


10

reimbursing the overpayments. That is because as a general matter the overpayments resulting

from the Claims Administrator’s erroneous policy often far exceeded claimant’s earnings and net

worth.

A. Many Recipients of Overpayments Are Structured to Distribute Earnings To Shareholders

18. One important indicator of the likelihood of a recipient disbursing the

overpayment outside of the corporate form is the corporate structure of the claimant. For

example, most closely held businesses are structured to facilitate the distribution of any profits

and excess cash to owners. This goal is principally achieved by structuring the business as a

“pass-through entity” such as a Limited Liability Corporation (LLC), partnership or S-

corporation for tax purposes. These structures allow business profits to be taxed directly to the

owners, and owners are then eligible to receive cash payments without any additional tax

liability. Business owners specifically select “pass-through entity” status to allow easy,

discretionary and tax free distribution of business profits.

19. From a practical standpoint, “pass-through entities” allow business owners to

regularly distribute funds from businesses to pay taxes and to avoid exposing wealth to potential

liability of the company. It is the norm for accountants and other financial advisors to

recommend to their closely held clients to distribute earnings outside of the corporate form.

Failing to do so is typically counterproductive to the intent of structuring an entity with pass-

through benefits. In my experience, rational business owners that receive overpayments would

likely disburse the overpayments outside of the corporate form.

20. I reviewed the annual income tax returns of over 200 claimants who received an

award from the CSSP that was based on financial data that did not match revenue and


11

corresponding expenses. 78% of the claimants I reviewed were structured as “pass-through

entities”.

21. Where a claimant received a sum of money that is in excess of the claimant’s

actual loss, or where, as in many actual cases, the claimant incurred no loss whatsoever, the

likelihood that the claimant will transfer the funds to its shareholders is heightened even further.

That is because such a payment would represent funds in excess of the required capital and

normal operating cash flow needed to run the business. Any overpayment, or other payment

untethered to an actual loss, is unnecessary for the operation of the business.

B. Many Recipients of Overpayments Would Have Difficulty Reimbursing the Overpayment If the Overpayment Leaves the Corporate Form

22. If overpayments from the CSSP to a claimant were to be disbursed or otherwise

removed from the corporate form, it becomes appropriate to ask whether the claimant would

have sufficient other resources or assets to reimburse the full amount of the overpayment

resulting from the Claims Administrator’s erroneous policy regarding matching.

23. In order to evaluate whether there is a heightened risk that many claimants who

disburse their overpayments outside of the corporate form would not have sufficient other

resources or assets to repay the overpayment, I compared for a sample (203) of the claims at

issue, the size of the CSSP award to well-accepted measures of the claimant’s financial strength.

These measures include the claimant’s assets (as reflected on tax returns), the claimant’s net

worth (as reflected on tax returns), and the claimant’s average annual cash flow (as reflected on

tax returns). The results of this comparison are as follows, and demonstrate that many claimants

would be unable to repay overpayments received from the CSSP if the overpayments are

disbursed out of the corporate form.


12

24. I reviewed the most recent tax returns available on the CSSP Portal for 203

determined claims, brought by claimants whose awards were appealed for matching issues. Of

those claimants, 24% had negative cash flow. For claimants with a negative cash flow,

overpayments would likely be consumed by corporate liabilities and expenses, and therefore

recovery of an overpayment would be difficult. For the remaining 76% of the claimants

sampled, their average CSSP payment was equal to 12.2 times their annual cash flow. A rational

economic actor receiving such a disproportionately high award would disburse the overpayment

to the owners. And once this disbursement occurs, because the overpayment is so much greater

than the claimant’s cash flow, recovery of the overpayment from continuing operations would be

difficult.

25. As another measure of the difficulty of claimants to reimburse overpayments from

ongoing operations, I evaluated the net worth of claimants relative to the size of the CSSP award.

A company’s net worth represents the total amount of money owners have invested and retained

in the business; their total amount at risk. Of the 203 claimants sampled, 29% of claimants

reflected negative net worth on their most recent tax returns available on the CSSP Portal. As

with claimants having negative cash flow, awards to claimants with negative net worth would be

difficult to recover.

26. Of the 203 claimants studied, the 71% which had positive net worth were paid an

average award equal to 15.0 times net worth. This implies that the claimants received awards 15

times larger than their investment in the business, and these awards on average represented a

1,500% return on invested capital in a single payment. Given the relatively small amount of net

worth of these businesses when compared to the BEL award, it would likely be difficult for the


13

claimant to return the overpayment should the paid award be distributed to shareholders or paid

to creditors.

27. Finally, as yet another measure of claimants’ difficulty to repay overpayments, I

evaluated the book value of assets for the sample population of 203 claimants. Book value of

assets is a more encompassing measure than net worth for it includes not only the investments of

the owners but also investments from all other sources, including lenders. Thus, where an award

is disproportionally large in relation to the book value of assets, that is a particularly strong

indicator that it would be difficult for the claimant to repay the overpayment if the overpayment

is disbursed. For the 203 claimants reviewed, the average CSSP award payment was 9.7 times

the total net assets of the business. In other words, claimants received an average payment that

would have allowed them to replace all the assets in the business nearly 10 times over. Once

again, these metrics show that recipients would be likely to disburse the overpayments by the

CSSP as there seldom would be a reason to expand a business by 970% of the asset base. And,

once again, the metrics show that the value of the overpayments overwhelms the value of the

claimant, meaning that it be difficult for the claimant to repay the overpayment once it is

disbursed.

28. The following are some examples that illustrate the disparity between the size of

the CSSP’s award, on the one hand, and the claimant’s financial wherewithal independent of the

overpayment. For example:

• Claimant 55 is a crop farmer in northeastern Louisiana more than 250 miles from the Gulf. Claimant received a $3,140,000 award despite having invested net worth of $ and annual cash flow of $ . The award is more than times the invested equity and more than times annual cash flow. Claimant is organized as a partnership with pass-through tax status and has an estimated overpayment of approximately $3,044,000. Access to additional data and further analysis may change my analysis and my estimate.


14

• Claimant 94 is a salvage company in the south Florida. Claimant received a $570,000 award while having invested net worth of $ and annual cash flow of $ . The award is more than times the invested equity and more than times annual cash flow. Total revenue for the business was $ ( % of the award) in the 2009 benchmark year. Claimant is organized as an S-corporation with pass-through status and has an estimated overpayment of approximately $538,000. Access to additional data and further analysis may change my analysis and my estimate.

• Claimant 49 is a construction company in Louisiana. Claimant received a $5,599,000 award while having invested net worth of $ and annual cash flow of $ . The award is more than times the invested equity and more than times annual cash flow. Claimant is organized as an LLC with pass-through status and has an estimated overpayment of approximately $4,943,000. Access to additional data and further analysis may change my analysis and my estimate.

• Claimant 49 is a wholesale supplier located in Texas. Claimant received a $1,069,000 award while having invested net worth of $ and annual cash flow of $ . The award is more than times the invested and retained equity and almost times annual cash flow. Claimant is organized as a partnership with pass-through tax status and has an estimated overpayment of approximately $992,000. Access to additional data and further analysis may change my analysis and my estimate.

• Claimant 85 is a bar/restaurant located over 100 miles from the Gulf. Claimant received a $309,000 award while having invested net worth of $ and annual cash flow of $ . The award is over times the invested and retained equity and over times annual cash flow. Claimant is organized as an S-Corporation with pass-through tax status and has an estimated overpayment of approximately $181,000. Access to additional data and further analysis may change my analysis and my estimate.

• Claimant 59 is a real estate sales business located approximately 200 miles from the Gulf. Claimant received an award of $1,179,000 while having invested net worth of $ and annual cash flow of $ . The award is over times the invested and retained equity and almost times annual cash flow. Claimant is organized as an S-Corporation with pass-through tax status and has an estimated overpayment of approximately $643,000. Access to additional data and further analysis may change my analysis and my estimate.

• Claimant 38 is a construction company in Louisiana. Claimant received an award of $702,000 while having invested net worth of $ and annual cash flow of $ . The award is almost times the invested equity and more than



Exhibit A


Filed Under Seal


Exhibit B


Filed Under Seal



In re: Oil Spill by the Oil Rig “Deepwater Horizon” in the Gulf of Mexico, on April 20, 2010

This document relates to: All Cases and No. 12-970

*********

MDL NO. 2179 SECTION J Honorable CARL J. BARBIER Magistrate Judge SHUSHAN

[PROPOSED] ORDER

[Granting BP’s Motion for Restitution and Injunctive Relief]

Before the Court is BP’s Motion for Restitution and Injunctive Relief (Rec. Doc. ____).

After consideration of this Motion, the Court hereby GRANTS BP’s Motion for

Restitution and Injunctive Relief, and it is hereby ORDERED that:

1. BP is entitled to restitution, plus interest, from each claimant who was overpaid as a

result of the erroneous matching policy, in an amount equal to the amount of the

overpayment, plus interest.

2. To the extent professionals (lawyers, accountants, and others) have been paid a

proportional amount of those excessive recoveries, they are jointly and severally

liable with their clients to the extent of their share of those recoveries, plus interest;

3. Previously-paid awards that BP appealed on matching grounds identified in Exhibit A

to the Declaration of Brian Gaspardo shall be recalculated consistent with the now-

approved Policy 495. A final order shall enter requiring such repayment when the

calculations are completed;


2

4. In the interim period, BEL Claimants identified in Exhibit B are enjoined from

dissipating the portions of those awards identified as overpayments in Exhibit B

pending the recalculation of their compensation amounts.

5. Within 30 days from the date of this order, the BEL Claimants identified in Exhibit B

shall file with the Court a notice of all professionals who assisted them with their

claims and who were paid a proportion of the excessive recoveries as fees and the

total amounts of such fees paid to each such professional.

6. Professionals who assisted the Exhibit B claimants shall be enjoined from dissipating

the proportion of their fees derived from overpayment.

Accordingly, the motion is GRANTED.

New Orleans, Louisiana, this ____ day of _________, 2014.

__________________________________

CARL J. BARBIER United States District Judge


Date post:	19-Jan-2016
Category:	Documents
Upload:	michael-finch-ii
View:	6,494 times
Download:	0 times

BP Motion for Restitution

Documents