UNITED STATES BANKRUPTCY COURT FORT LAUDERDALE …

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA

FORT LAUDERDALE DIVISION www.flsb.uscourts.gov

In re: 1 GC COLLECTIONS, et al.,1 Debtors.

Chapter 11 Case No. 18-19121-RBR (Jointly Administered)

APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF KATIE S. PHANG, P.A. AS SPECIAL LITIGATION CO-

COUNSEL TO THE LIQUIDATING TRUSTEE NUNC PRO TUNC AUGUST 15, 2020

James S. Cassel, in his capacity as liquidating trustee (“Liquidating Trustee”) of the 1 GC

Collections Creditors’ Liquidating Trust (“Trust”), pursuant to 11 U.S.C. §§327(e) and 328(a),

Rules 2014(a) and 2016, and Local Rules 2014-1 and 2016-1, hereby moves for entry of an order,

substantially in the form of Exhibit A hereto, authorizing (i) the retention and employment of

Jonathan Feldman and the law firm of Katie S. Phang, P.A. (“KSP”) as special litigation co-counsel

to the Trust with respect to the Litigation Portfolio (as defined below), nunc pro tunc to August

15, 2020 (the “Engagement Date”), and the payment of compensation to KSP on a contingency

fee arrangement as more fully set forth hereinafter. In support of this Application, the Liquidating

Trustee relies on the accompanying Declaration of Jonathan Feldman attached hereto as Exhibit

B (the “Feldman Declaration”).

1 The debtors in the Chapter 11 Cases, along with the business addresses and the last four (4) digits of each debtor’s federal tax identification number, if applicable, are: 1 GC Collections, c/o Development Specialists, Inc., 500 West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida 33309 (9517); and 1 West Collections, c/o Development Specialists, Inc., 500 West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida 33309 (1711).

Case 18-19121-RAM Doc 2369 Filed 09/02/20 Page 1 of 20

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Relief Requested

1. On December 14, 2018, the Court authorized the retention of Perlman, Bajandas,

Yevoli & Albright, P.L. (“PBYA”) as special litigation counsel to the debtors under sections 327(e)

and 328(a) of the Bankruptcy Code in connection with the prosecution and resolution of certain

litigation arising from the debtors’ pre-petition principal business operations of underwriting,

funding, monitoring and collection of merchant credit advances (“Litigation Portfolio”). See [ECF

No. 389] (“Retention Order”).

2. Pursuant to the Retention Order, the Court approved PBYA being paid as follows

(“Contingency Fee Protocol”):

a. Pre-judgment collections

i. First $10,000 collected: 33%.

ii. Second $10,000 collected: 30%.

iii. Third $10,000 collected: 28%.

iv. All remaining collected amounts: 25%.

b. Post-judgment collections -- All collected amounts: 33%.

3. Jonathan S. Feldman was the primary partner at PBYA in charge of overseeing and

prosecuting the Litigation Portfolio.

4. On August 14, 2020, Mr. Feldman ceased being employed by PBYA. Mr. Feldman

is now employed by KSP but also continues to serve as of counsel to PBYA with respect to certain

matters other than this matter.

5. By way of this Application, the Liquidating Trustee seeks an order authorizing the

employment and retention of Jonathan S. Feldman and KSP as special litigation co-counsel with

PBYA to the Trust under sections 327(e) and 328(a) of the Bankruptcy Code, in connection with


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the continued prosecution and resolution of the Litigation Portfolio. A copy of the signed

engagement letter between KSP and the Trust is attached hereto as Exhibit C. PBYA will remain

as co-counsel to the Trust with respect to the Litigation Portfolio.

6. The Liquidating Trustee seeks to retain KSP pursuant to section 328(a) utilizing the

Contingency Fee Protocol already approved by the Court. Separately, KSP and PBYA have agreed

to split any contingency fee earned under the Contingency Fee Protocol as set forth below. For

avoidance of doubt, the Liquidating Trustee is not seeking authority to provide additional

compensation to KSP or PBYA, but rather to incur “one fee” under the Contingency Fee Protocol

to be split by KSP and PBYA as more fully described below.

7. Other provisions of the Retention Order are inapplicable to KSP. Although not

anticipated, in any event, KSP will not be entitled to any $500 flat fee with respect to new litigation

matters assigned to the firm by the Trust. PBYA will only be seeking reimbursement of actual

monthly costs incurred in the prosecution and resolution of the Litigation Portfolio and KSP will

not incur any monthly costs associated with this engagement. Separately, KSP will not seek

reimbursement of any hourly fees with respect to matters in which a merchant or guarantor asserts

a counterclaim against a Trust; rather, PBYA will oversee and handle such matters and be entitled

to such fee.

Jurisdiction, Venue and Statutory Predicates

8. The Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334.

Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. This matter is a core

proceeding within the meaning of 28 U.S.C. § 157(b)(2).

9. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409.


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10. The statutory predicates for the relief requested in this Application are sections 327,

328 and 1107(b) of title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy

Code”), Rules 2014(a) and 2016(a) of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), and Rules 2014-1 and 2016-1 of the Local Rules of the United States

Bankruptcy Court for the Southern District of Florida (the “Local Rules”).

Background

11. On July 27, 2018 (the “Petition Date”), the debtors commenced these cases

(“Chapter 11 Cases”) by filing voluntary petitions for relief under chapter 11 the Bankruptcy Code

in the United States Bankruptcy Court for the Southern District of Florida (the “Court”).

12. On September 20, 2019, the Court entered its Order Confirming First Amended

Joint Plan of Liquidation of 1 Global Capital LLC and 1 West Capital LLC Under Chapter 11 of

the Bankruptcy Code Proposed by the Debtors and the Official Committee of Unsecured Creditors

[ECF No. 1197] (the “Confirmation Order”), confirming the chapter 11 plan, directing the

execution of the 1 GC Collections Creditors’ Liquidating Trust Agreement (the “Liquidating Trust

Agreement”), and approving the appointment of the Liquidating Trustee as the liquidating trustee

of the Trust.

13. On November 21, 2019, the effective date of the plan occurred.

14. Pursuant to the Liquidating Trust Agreement, the Liquidating Trustee may retain

attorneys, financial advisors, accountants or other professionals and employees. Liquidating Trust

Agreement ¶ 3.9. Any such retention shall be made upon application to the Court in accordance

with Rule 2014 of the Federal Rules of Bankruptcy Procedure. Id.


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Legal Basis for Relief Requested

15. Section 328(a) of the Bankruptcy Code provides, in relevant part, as follows:

The trustee . . . with the court’s approval, may employ or authorize the employment of a professional person under section 327 . . . on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.

11 U.S.C. § 328(a). Further, section 327(e) of the Bankruptcy Code provides, in

relevant part, as follows:

The trustee, with the court’s approval, may employ, for a specified special purpose, other than to represent the trustee in conducting the case, an attorney that has represented the debtor, if in the best interest of the estate, and if such attorney does not represent or hold any interest adverse to the debtor or to the estate with respect to the matter on which such attorney is to be employed.

11 U.S.C. § 327(e). Also, Bankruptcy Rule 2014(a) requires that an application

include:

[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connection with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.

Fed. R. Bankr. R. 2014(a). Further, Bankruptcy Rule 2016(a) requires that an

application for compensation or reimbursement include:

An entity seeking interim or final compensation for services, or reimbursement or necessary expenses, from the estate shall file an application setting forth a detailed statement of (1) the services rendered, time expanded and expenses incurred, and (2) the amounts requested. An application for compensation shall include a statement as to what payments have theretofore have been made or promised to the applicant for services rendered or to be rendered in any capacity whatsoever in connection with the case, the source of


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the compensation so paid or promised, whether any compensation previously received has been shared and whether an agreement or understanding exists between the applicant and any other entity for the sharing of compensation or agreement or understanding therefor, except that details of any agreement by the applicant for the sharing of compensation as a member or regular associate of a firm of lawyers or accountants shall not be required.

16. There is no doubt that the KSP and its attorneys are “professionals” as that term is

used in section 327, and that the litigation services they propose to provide are professional in

nature. The Liquidating Trustee seeks authorization to employ and retain KSP per the Contingency

Fee Protocol under the terms of section 328(a) of the Bankruptcy Code.

Retention of KSP

17. Since the chapter 11 filings, PBYA has undertaken the representation of the

debtors, and now the Trust, as to the Litigation Portfolio. The primary attorney overseeing such

matters at PBYA was Mr. Feldman with the support of the firm’s attorneys and paralegal staff.

18. The Liquidating Trustee seeks to continue the employ of Mr. Feldman to oversee

the Litigation Portfolio to ensure an orderly resolution of litigation matters and processing of

settlements. PBYA will continue to provide paralegal staff and associates to assist on day-to-day

matters relating to the Litigation Portfolio.

19. KSP is a boutique law firm with an office in Miami. The firm has significant state

and bankruptcy court litigation experience in collection matters, including prior experience in high

volume collection litigation. Mr. Feldman, the primary KSP partner who will manage the

Litigation Portfolio, has significant experience in managing such litigation, both as a member of

his former firm and an in-house lawyer at Rialto Capital, the private equity arm of Lennar

Corporation.


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20. Accordingly, the Liquidating Trustee believes that KSP is well qualified to provide

the services sought by the Trust, and the Court should permit retention of KSP as it is in the best

interest of the Trust and all other parties in interest.

Scope of Employment

21. The professional services that KSP expects to render to the Trust with respect to

the Litigation Portfolio are the following:

a. Represent the Trust as counsel of record in pending Litigation Portfolio cases;

b. Prosecute and resolve, whether through consensual resolution or litigation, the

Litigation Portfolio;

c. Confer with the Trust and their professionals of the status of the Litigation Portfolio

and litigation strategy and

d. Provide status updates to the Liquidating Trustee for the Litigation Portfolio.

Professional Compensation

22. Pursuant to section 328(a) of the Bankruptcy Code, the Trust proposes to pay

compensation to KSP pursuant to the Contingency Fee Protocol and KSP will split such fee with

PBYA as follows:

a. Settlements of pending litigation or judgment collection entered into prior to

August 15, 2020: PBYA and KSP shall split any earned contingency fee going

forward with 50% of such fee payable to PBYA and 50% of such fee payable to

KSP.

b. Settlements of pending litigation or judgment collection entered into on August 15,

2020 or thereafter: PBYA and KSP shall split any earned contingency fee with

25% of such fee payable to PBYA and 75% of such fee payable to KSP.


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c. Other compensation in which PBYA or KSP may seek entitlement from the Trust

and which the Court approves: PBYA and KSP shall split such other compensation

25% to PBYA and 75% to KSP.

23. For avoidance of doubt, the Trust will incur only a “single fee” under the

Contingency Fee Protocol with such fee to be split by KSP and PBYA as set forth above.2

Accordingly, the Trust believes the retention of KSP will not result in increased attorneys’ fees in

connection with KSP proposed retention.

24. In light of the contingency fee structure proposed above under section 328(a) of the

Bankruptcy Code, the Trust further requests that KSP be relieved of any requirement to keep and

maintain hourly billing records or file interim and final applications for compensation under 11

U.S.C. §§330 and 331.

25. The compensation payable to a professional that is clearly and unambiguously

retained under section 328(a) is subject to adjustment by the Court “after the conclusion of . . .

employment [only] if [the] terms and conditions [of the engagement] prove to have been

improvident in light of developments not capable of being anticipated at the time of the fixing of

such terms and conditions.” 11 U.S.C. §328(a).3 See Circle K Corp. v. Houlihan, Loke, Howard

& Zukin, Inc. (In re Circle K Corp.), 279 F.3d 669 (9th Cir. 2001), cert. denied, 536 U.S. 959

(2002) (fees of professional retained under section 328 not reviewable for reasonableness under

section 330); In re Clark, No. 12-30716-KKS, 2014 WL 10250672, at *2 (Bankr. N.D. Fla. July

28, 2014) (approving payment of contingent fee to special counsel and upholding arrangement not

to keep contemporaneous time records, on basis that “Section 328 applies when the bankruptcy

2 The Trust will pay KSP and PBYA each their respective split of the “single fee” pursuant to their joint direction or as otherwise ordered by the Court. 3 The “time of fixing of” KSP’s compensation for purposes of this provision of section 328(a) shall be the date PBYA’s retention was approved.


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court approves a particular rate or means of payment, and §330 applies when the court does not do

so” (citing In re Texas Sec., Inc., 218 F.3d 443, 445 (5th Cir. 2000))). In lieu of interim and final

applications, the Trust proposes that KSP prepare monthly reports to be distributed to the

Liquidating Trustee and other interested parties that may require such reports setting forth the

amounts paid to KSP as contingency fees.

KSP’s Disinterestedness

26. To the best of the Liquidating Trustee’s knowledge and based on the Feldman

Declaration, the Liquidating Trustee submits that KSP is a “disinterested person” in respect of the

matters for which it is proposed to be engaged, as that term is defined in Bankruptcy Code section

101(14) as modified by section 1107(b) of the Bankruptcy Code, and as required by section 327(e)

of the Bankruptcy Code. The Liquidating Trustee submits that KSP currently neither holds nor

represents any interest adverse to the Trust with respect to the Litigation Portfolio, except as set

forth in the Feldman Declaration. Further, except as set forth in the Feldman Declaration, KSP

has no connection with the Trust, the debtors, creditor, other party-in-interest, their respective

attorneys and accountants, the U.S. Trustee, or any person employed in the office of the U.S.

Trustee.

27. KSP will not, while employed by the Trust, represent any other entity having an

adverse interest in connection with the these chapter 11 cases. The Liquidating Trustee has been

informed that KSP is conducting an ongoing review of its files to ensure that no disqualifying

circumstances arise. To the extent that KSP discovers any connection with any interested party or

enters into any new relationship with any interested party, KSP will promptly supplement its

disclosure to the Court.


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28. The Liquidating Trustee submits that the employment of KSP on the terms and

conditions set forth herein is in the best interests of the Trust, its creditors, and all parties in interest.

Notice

29. Notice will be provided to all parties entitled to notice pursuant to that Notice of

Filing Master Service List. (Docket No. 2354).

Conclusion

30. WHEREFORE, the Liquidating Trustee requests that the Court enter an order

granting the relief requested herein and such other and further relief as is just and proper.

Dated: September 2, 2020 BAKER & MCKENZIE, LLP

/s/ John R. Dodd John R. Dodd Fla. Bar No. 38091 1111 Brickell Ave., Suite 1700 Miami, FL 33131 Telephone: 305-789-8900 E-mail: [email protected]


EXHIBIT A


MIAMI DIVISION www.flsb.uscourts.gov

In re:

1 GC COLLECTIONS, et al.,1

Debtors.

Chapter 11

Case No. 18-19121-RAM

(Jointly Administered)

ORDER APPROVING APPLICATION FOR EMPLOYMENT AND RETENTION OF

KATIE S. PHANG, P.A. AS SPECIAL LITIGATION CO-COUNSEL TO THE LIQUIDATING TRUSTEE, NUNC PRO TUNC TO AUGUST 15, 2020

THIS MATTER came before the Court for hearing on __________, 2020 at __:__ _.m.,

upon the Application for Entry of an Order Authorizing the Employment and Retention of Katie S.

Phang, P.A. as Special Litigation Co-Counsel to the Liquidating Trustee, Nunc Pro Tunc to August

15, 2020 [ECF No. __] (the “Application”),2 filed by James S. Cassel, solely as liquidating trustee

1 The Debtors in the Chapter 11 Cases, along with the business addresses and the last four (4) digits of each Debtor’s

federal tax identification number, if applicable, are: 1 GC Collections, c/o Development Specialists, Inc., 500 West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida 33309 (9517); and 1 West Collections, c/o Development Specialists, Inc., 500 West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida 33309 (1711).

2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.


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(the “Liquidating Trustee”) of the 1 GC Collections Creditors’ Liquidating Trust (the “Trust”),

for entry of an order authorizing the employment and retention of the law firm of Katie S. Phang,

P.A. (“KSP”) as special litigation co-counsel to the Liquidating Trustee.

The Court has considered the Application, the Declaration of Jonathan S. Feldman in

Support of Application for Entry of an Order Authorizing the Employment and Retention of Katie

S. Phang, P.A. as Special Litigation Co-Counsel to the Liquidating Trustee, Nunc Pro Tunc to

August 15, 2020, attached to the Application as Exhibit B (the “Feldman Declaration”), and

statements of counsel at the Hearing. Based on the foregoing, the Court finds that (i) it has

jurisdiction to consider the Application pursuant to 28 U.S.C. §§ 157 and 1334; (ii) venue in this

district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; (iii) this matter is a core proceeding

pursuant to 28 U.S.C. § 157(b); (iv) KSP does not hold or represent an interest adverse to the

Liquidating Trustee or the Trust; (v) proper and adequate notice of the Application has been given

and that no other or further notice is necessary; (vi) the relief requested in the Application is in the

best interests of the Liquidating Trust; and (vii) the legal and factual bases set forth in the

Application and in the Feldman Declaration establish just cause for the relief granted herein. It is

therefore

ORDERED:

1. The Application is GRANTED as set forth herein.

2. The Liquidating Trustee is authorized pursuant to sections 327(e), 328(a), and

1107(b) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016(b), and Local Rule 2014-1

and 2016-1, to retain and employ KSP as special litigation co-counsel to the Liquidating Trustee

upon the terms and conditions as set forth in the Application nunc pro tunc to August 15, 2020.


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3. KSP shall be compensated in accordance with the terms and conditions set forth in

the Application. For avoidance of doubt, the Trust shall pay only “one fee” under the Contingency

Fee Protocol to be split by KSP and PBYA as set forth in the Application.

4. Notwithstanding any Bankruptcy Rule to the contrary, this Order shall be

immediately effective and enforceable upon its entry.

5. The Liquidating Trustee is authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order in accordance with the Application.

6. This Court shall retain jurisdiction to hear and determine all matters arising from

or relating to the interpretation or implementation of this Order.

###

Submitted by:

John R. Dodd BAKER & MCKENZIE, LLP Fla. Bar No. 38091 1111 Brickell Ave., Suite 1700 Miami, FL 33131 Telephone: 305-789-8900 E-mail: [email protected]

(The Claims and Noticing Agent is directed to serve copies of this Order upon all interested parties and to file a Certificate of Service with the Court.)



FORT LAUDERDALE DIVISION www.flsb.uscourts.gov

In re: 1 GLOBAL CAPITAL LLC, et al.,1 Debtors.

Chapter 11 Case No. 18-19121-RBR (Jointly Administered)

DECLARATION OF JONATHAN S. FELDMAN IN SUPPORT OF APPLICATION

FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF KATIE S. PHANG, P.A. AS SPECIAL LITIGATION CO-COUNSEL

TO THE TO THE LIQUIDATING TRUSTEE NUNC PRO TUNC AUGUST 15, 2020

I, Jonathan S. Feldman, declare under penalty of perjury:

1. I am of counsel at the law firm of Katie S. Phang, P.A. (“KSP”), which maintains

an office in Miami.

2. I am admitted in, practicing in, and a member in good standing of the bar of the

State of Florida. I am also admitted in and a member in good standing of the bar of the State of

North Carolina where I am on inactive status. I also am a member in good standing of the bar of

the United States District Court for the Southern District of Florida.

3. I submit this declaration (the “Declaration”) on behalf of KSP in support of the

application (the “Application”)2 of James S. Cassel, solely in his capacity as liquidating trustee

(“Liquidating Trustee”), pursuant to sections 327(e), 328(a), 330 and 1107(b) of title 11 of the

United States Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”), Rules 2014(a) of the

1 The debtors in the Chapter 11 Cases, along with the business addresses and the last four (4) digits of each debtor’s federal tax identification number, if applicable, are: 1 GC Collections, c/o Development Specialists, Inc., 500 West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida 33309 (9517); and 1 West Collections, c/o Development Specialists, Inc., 500 West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida 33309 (1711).

2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.


MIAMXF

Typewriter

EXHIBIT B

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Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 2014-1 of the Local

Rules of the United States Bankruptcy Court for the Southern District of Florida (the “Local

Rules”), for entry of an order authorizing the retention and employment of the law firm of KSP as

special litigation co-counsel to the 1 GC Collections Creditors’ Liquidating Trust (“Trust”) , nunc

pro tunc to August 15, 2020 (“Engagement Date”).

4. Pursuant to the Appendix B Guidelines for Reviewing Applications for

Compensation and Reimbursement of Expenses Filed Under United States Code by Attorneys in

Larger Chapter 11 Cases (the “Revised UST Guidelines”), KSP makes certain disclosures herein.

5. I have personal knowledge of the matters set forth herein and, if called as a witness,

would testify competently thereto.

6. The Liquidating Trustee seek to retain KSP as special litigation co-counsel in

connection with the prosecution and resolution of certain litigation arising from the Debtors’ pre-

petition principal business operations of funding, monitoring and collection of merchant credit

advances (“MCAs”), which include pending civil collection matters in the Circuit Courts of

Broward County, the U.S. Bankruptcy Court for the Southern District of Florida and Volusia

County, Florida (collectively, the “Litigation Portfolio”).

7. The professional services that KSP expects to render to the Liquidating Trustee

with respect to the Litigation Portfolio are the following:

a. Represent the Trust as co-counsel of record in pending Litigation Portfolio cases;

b. Prosecute and resolve, whether through consensual resolution or litigation, the

Litigation Portfolio;

c. Confer with the Trust and their professionals of the status of the Litigation Portfolio

and litigation strategy; and


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d. Provide status updates to the Liquidating Trustee for the Litigation Portfolio.

8. To the best of my knowledge and information after due inquiry, and except as

disclosed herein, KSP has no known connection with the debtors, their creditors, any other party-

in-interest herein, the defendants or potential defendants in the Litigation Portfolio or their

respective attorneys or professionals and does not hold or represent any entity having an adverse

interest in connection with these Chapter 11 Cases.

9. For so long as KSP represents the Debtors, and absent further order of this Court,

KSP will not represent any entity other than the debtors in connection with these Chapter 11 cases,

to the extent that any such entity holds any interest adverse to the debtor or to the estate with respect to

the matter on which such attorney is to be employed, as required under section 327(e).

10. Based on the foregoing and except as otherwise set forth herein:

a. Neither KSP nor any attorney at KSP holds or represents an interest adverse to the

Liquidating Trustee, the Trust, or the debtors’ estates, in respect to the collections

matters arising from the Litigation Portfolio on which KSP and its attorneys are to

be retained as required by section 327(e);

b. Neither KSP nor any attorney at KSP is a creditor, equity security holder or an

insider of the Trust or debtors;

c. Neither KSP nor any attorney at KSP is or was, within two (2) years before the

petition date, a director, officer, or employee of the debtors; and

d. KSP does not have an interest materially adverse to the interest of the Liquidating

Trustee, the Trust, or the debtors’ estates or of any class of creditors or equity

security holders, by reason of any direct or indirect relationship to, connection with,

or interest in the Debtors, or for any other reason.


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11. To the best of my knowledge, information, and belief, KSP is a “disinterested

person” as that term is defined in Bankruptcy Code section 101(14) as modified by section 1107(b)

of the Bankruptcy Code, and as required by section 327(e) of the Bankruptcy Code.

12. KSP will continue to conduct periodic conflicts analyses to determine whether it is

performing or has performed services for any significant parties in these cases. In the event that

any additional information is received, KSP will supplement this Declaration to the extent

necessary.

13. KSP agrees to be retained pursuant to sections 328(a) and 327(e) and compensated

in accordance with the hybrid fee and reduced hourly rate structures as set forth in the Application

and Engagement Letter. In the unlikely event that the terms of the Application and Engagement

Letter conflict, KSP agrees that the terms of the Application will control.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true

and correct to the best of my knowledge, information and belief.

Dated: September 2, 2020 Jonathan S. Feldman


September 2, 2020 VIA ELECTRONIC MAIL James S. Cassel Liquidating Trustee c/o Development Specialists, Inc. 500 West Cypress Creek Road Suite 400 Ft. Lauderdale, FL 33309 [email protected]

Re: Engagement of Katie S. Phang, P.A.(“KSP”)

Dear Mr. Cassel

We are pleased to confirm your decision to engage our law firm, solely in your capacity as liquidating trustee to the 1GC Collections Creditors’ Liquidating Trust (“Trust”), to act as special litigation co-counsel to the Trust in connection with the prosecution and resolution of certain of the litigation arising from the debtors’ pre-petition principal business operations of underwriting, funding, monitoring and collection of merchant cash advances (“MCAs”). More specifically, the Trust seeks to employ KSP to pursue currently pending civil collection matters in the Circuit Courts of Broward County, the U.S. Bankruptcy Court for the Southern District of Florida (the “Bankruptcy Court”) and Volusia County, Florida (collectively, the “Litigation Portfolio”). This Agreement is not a guaranty on the outcome and because of the uncertainty of legal proceedings, the interpretation and changes in the law, and other unknown factors, the Firm cannot predict the outcome of any case. For us to render our best advice and represent you in the manner most beneficial to you, we need your cooperation and your candor

We understand our retention requires and is subject to the filing of an employment application with the Bankruptcy Court (the “Application”) and entry of an order by the Bankruptcy Court approving our employment (“Retention Order”). To the extent the Application or Retention Order contradicts any term of this Legal Representation Agreement, the Application or Retention Order, as the case may be, shall control. We have agreed that our engagement is limited to our performance of services directly related to the Litigation Portfolio.

We believe a mutual understanding of the scope, terms, and conditions of our representation is fundamental to establishing a good working relationship between our law firm and the Trust. This letter will describe the basis on which our firm will provide legal services to the Trust. We do not and will not represent any person or entity other than the Trust in the Matter, regardless of any direct or indirect affiliation with the Trust, unless we expressly agree to do so in writing.


MIAMXF

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EXHIBIT C

1. Our Fees for Services. Our services will be provided on a contingency basis as follows:

Pre-judgment collections

i. First $10,000 collected: 33%.

ii. Second $10,000 collected: 30%.

iii. Third $10,000 collected: 28%.

iv. All remaining collected amounts: 25%.

Post-judgment collections -- All collected amounts: 33%.

With respect to the above fee arrangement, KSP agrees to split such fees with current special litigation counsel to the Trust, Perlman, Bajandas, Yevoli & Albright, P.L.(“ PBYA”), as follows:

KSP will split such fee with PBYA as follows:

Settlements of pending litigation or judgment collection entered into prior to August 15, 2020: PBYA and KSP shall split any earned contingency fee going forward with 50% of such fee payable to PBYA and 50% of such fee payable to KSP.

Settlements of pending litigation or judgment collection entered into on August 15, 2020 or thereafter: PBYA and KSP shall split any earned contingency fee with 25% of such fee payable to PBYA and 75% of such fee payable to KSP.

Other compensation in which PBYA or KSP may seek entitlement from the Trust and which the Court approves: PBYA and KSP shall split such other compensation 25% to PBYA and 75% to KSP.

2. No Guaranteed Results. During the course of our representation, we may express opinions or beliefs concerning the outcome of the Litigation Portfolio or individual matters therein, or the existence of events or circumstances that may affect anticipated results or impact the ultimate resolution of a dispute. All representations and expressions relative to the outcome of the Litigation Portfolio or individual matters therein do not constitute guarantees.

After you have had an opportunity to review this engagement letter, please do not hesitate to call me with any questions or comments you may have. We do not assume any professional responsibilities to you until this engagement letter has been fully executed by you


and us, and we have received any requested security retainer. If this engagement letter meets with your approval, please sign in the space provided and return the original executed letter to:

Jonathan S. Feldman, Esq.

9699 NE 2nd Avenue Miami Shores, FL 33138 Email: [email protected]

We look forward to representing You in this Matter.

Sincerely, KATIE S. PHANG, P.A.

Jonathan S. Feldman

JSF

Agreed to, and Accepted by: ____1GC Collections Creditors’ Liquidating Trust ______ Signed: Printed Name: James S. Cassel Title: Liquidating Trustee, not individually Email Address: [email protected] Date: 09-02-2020


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Date post:	15-Apr-2022
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UNITED STATES BANKRUPTCY COURT FORT LAUDERDALE …

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