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Full title: Opposition to (related document(s): 67 Motion to Extend Time And To Appoint Robert Girardi As Guardian Ad Litem with proof of service filed by Debtor Girardi Keese, Interested Party Robert Girardi) -Opposition to Motion for Order Appointing Robert Girardi as Debtor's Guardian Ad Litem; Memorandum of Points and Authorities in Support with Proof of Service Filed by Trustee Elissa Miller (TR) (Ekvall, Lei Lei) (Entered: 02/02/2021)

Document posted on Feb 1, 2021 in the bankruptcy, 8 pages and 0 tables.

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Fax 71 14 On January 13, 2021, Movant filed the Motion [Docket No. 67] requesting that the a, C 00   es 10 15 Court enter an order: (1) appointing him as guardian ad litem for the Debtor; and (2) M 5‐ osta  4 44 16 extending the time to file a responsive pleading to the involuntary petition filed against thC 1 7 el   T 17 Debtor. An infant or incompetent person who does not have a duly appointed 2 representative may file a voluntary petition by next friend or guardian ad litem.Thus, appointing Movant as guardian ad litem for the Debtor is unnecessary. true and correct copy of the foregoing document entitled (specify): OPPOSITION TO MOTION FOR ORDER PPOINTING ROBERT GIRARDI AS DEBTOR'S GUARDIAN AD LITEM; MEMORANDUM OF POINTS AND UTHORITIES IN SUPPORT will be served or was served (a) on the judge in chambers in the form and manner required by BR 5005-2(d); and (b) in the manner stated below: .TOP. 5 and/or controlling LBR, on (date) __________ , I served thellowing persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing touch service method), by facsimile transmission and/or email as follows.

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1 SMILEY WANG-EKVALL, LLP Lei Lei Wang Ekvall, State Bar No. 163047 2 lekvall@swelawfirm.com Philip E. Strok, State Bar No. 169296 3 pstrok@swelawfirm.com Timothy W. Evanston, State Bar No. 319342 4 tevanston@swelawfirm.com 3200 Park Center Drive, Suite 250 5 Costa Mesa, California 92626 Telephone: 714 445-1000 6 Facsimile: 714 445-1002 7 Attorneys for Elissa D. Miller, Chapter 7 Trustee 8 UNITED STATES BANKRUPTCY COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 LOS ANGELES DIVISION 11 In re Case No. 2:20-bk-21022-BR 2 0 12 0 92626  4 445‐1 13 GIRARDI KEESE, Chapter 7 alifornia  •  Fax 71 14 Debtor. OAPPPPOOISNITTIINOGN RTOO BMEORTTIO GNIR FAORRD OI ARSD ER a, C 00   DEBTOR'S GUARDIAN AD LITEM; es 10 15 MEMORANDUM OF POINTS AND osta M 4 445‐ 16 AUTHORITIES IN SUPPORT C 1 7 el   Date: February 16, 2021 T 17 Time: 2:00 p.m. Ctrm.: 1668 via ZoomGov 18 255 E. Temple Street Los Angeles, CA 90012 19 Web Address: 20 https://cacb.zoomgov.com/j/1604415586 Meeting ID: 1604415586 21 Password: 123456 Telephone: (669) 254 5252 (San Jose) 22 (646) 828 7666 (New York) 23 24 25 26 27

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1 TO THE HONORABLE BARRY RUSSELL, UNITED STATES BANKRUPTCY JUDGE: 2 Elissa D. Miller, the chapter 7 trustee (the "Trustee") for the bankruptcy estate of 3 Girardi Keese (the "Estate"), submits this opposition ("Opposition") to Robert Girardi's 4 ("Movant") Motion for Order Appointing Robert Girardi as Debtor's Guardian Ad Litem 5 (the "Motion"). In support of the Opposition, the Trustee submits the following 6 memorandum of points and authorities. 7 8 I. INTRODUCTION 9 The Court should deny Movant's Motion for several reasons. First and foremost,10 there is no authority in the Bankruptcy Code or Federal Rules of Bankruptcy Procedure 11 ("FRBP") to authorize the appointment of a guardian ad litem for Girardi Keese (the 2 0 12 "Debtor"). Unlike an individual, the Debtor is an entity and, therefore, not subject to the 0 92626  4 445‐1 13 appointment of a guardian ad litem. Movant also fails to offer any legal basis for his alifornia  •  Fax 71 14 request to be guardian ad litem for the Debtor and only alleges that Thomas Girardi—a, C 00   es 10 15 who is not a debtor in this case—is incompetent. Finally, appointment of a guardian ad M 5‐ osta  4 44 16 litem is unnecessary. The Trustee has already been appointed and Movant would not C 1 7 el   T 17 serve any different role or add any benefit to the process, especially since the Order for 18 Relief has already been entered. The Motion is entirely devoid of any evidence that 19 Movant has any relationship with the Debtor or knowledge of its operations. Accordingly20 the Court should deny the Motion. 21 22 II. FACTUAL BACKGROUND 23 The Debtor is a plaintiff's law firm based in Los Angeles, California. On Decembe24 18, 2020, petitioning creditors Jill O'Callahan, as successor in interest to James 25 O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and 26 Kimberly Archie (collectively, the "Petitioning Creditors") filed an involuntary chapter 7 27

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1 bankruptcy petition against the Debtor.1 On December 24, 2020, the Petitioning 2 Creditors filed a Motion for Appointment of Interim Trustee Pursuant to 11 U.S.C. § 3 303(g) [Docket No. 12]. The Court entered an order granting the motion on 4 January 5, 2021 [Docket No. 45]. On January 6, 2021, the Trustee was appointed as th5 interim trustee [Docket No. 50]. 6 On January 13, 2021, the Court entered an Order Directing: (1) The Clerk of Cour7 to Immediately Enter an Order for Relief under Chapter 7; (2) The United States Trustee 8 to Immediately Appoint a Chapter 7 Trustee; (3) The Debtor to File All Schedules and 9 Related Documentation for Chapter 7 Case within Fourteen Days of the Entry of this 10 Order; and (4) Vacating February 16, 2021 Status Conference [Docket No. 68]. On 11 January 13, 2021, the Clerk of Court entered an order for relief against the Debtor 2 0 12 [Docket No. 69], and the Trustee was appointed and accepted her appointment in the 0 92626  4 445‐1 13 Debtor's case [Docket No. 71]. alifornia  •  Fax 71 14 On January 13, 2021, Movant filed the Motion [Docket No. 67] requesting that the a, C 00   es 10 15 Court enter an order: (1) appointing him as guardian ad litem for the Debtor; and (2) M 5‐ osta  4 44 16 extending the time to file a responsive pleading to the involuntary petition filed against thC 1 7 el   T 17 Debtor. On January 13, 2021, the Court entered an order denying Movant's request for 18 an extension of time to file a responsive pleading, and set a hearing on the Motion 19 [Docket No. 75]. 20 21 III. MEMORANDUM OF POINTS AND AUTHORITIES 22 A. A Guardian Ad Litem Cannot Be Appointed for An Entity Under23 FRBP 1004.1 24 FRBP 1004.1 does not authorize the appointment of a guardian ad litem for an 25 entity. Specifically, FRBP 1004.1 provides: 26 If an infant or incompetent person has a representative, including a general guardian, committee, conservator, or similar fiduciary, the representative 27 1 The Petitioning Creditors also filed an involuntary chapter 7 bankruptcy petition against Thomas V. Girardi, which is currently pending as Bankruptcy Case No. 2:20-bk-21020-BR.

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1 may file a voluntary petition on behalf of the infant or incompetent person. An infant or incompetent person who does not have a duly appointed 2 representative may file a voluntary petition by next friend or guardian ad litem. The court shall appoint a guardian ad litem for an infant or 3 incompetent person who is a debtor and is not otherwise represented or shall make any other order to protect the infant or incompetent debtor. 4 5 See FRBP 1004.1 (emphasis added). 6 To appoint a guardian ad litem for a debtor, the debtor must be either an infant or 7 incompetent. See FRBP 1004.1. An entity cannot be incompetent. Both the FRBP and 8 Bankruptcy Code do not define the term "incompetency." See In re Maes, 616 B.R. 784,9 797 (Bankr. D. Colo. 2020) ("[N]either the Bankruptcy Code nor the Federal Rules of 10 Bankruptcy Procedure define the term 'incompetency.'"). Because "incompetency" is not11 defined under the FRBP or the Bankruptcy Code, some courts have looked to state law 2 0 12 for guidance. See id. 0 92626  4 445‐1 13 Under California law, "'a party is incompetent if he or she lacks the capacity to alifornia  •  Fax 71 14 understand the nature or consequences of the proceeding, or is unable to assist counsela, C 00   es 10 15 in the preparation of a case.'" AT&T Mobility, LLC v. Yeager, 143 F. Supp. 3d 1042, 105M 5‐ osta  4 44 16 (E.D. Cal. 2015). From this definition, it is clear an entity cannot be incompetent; an entitC 1 7 el   T 17 cannot be a "he" or "she," nor can an entity "understand" or "assist" with preparation of a18 case. For these reasons, it is clear that a guardian ad litem cannot be appointed for the 19 Debtor. 20 Additional case law further supports this understanding. FRBP 1004.1 is based o21 Federal Rule of Civil Procedure ("FRCP") 17(c).2 See In re Lane, 2012 WL 5296122 at 22 *1 (Bankr. D. Or. 2012) ("Rule 1004.1 is patterned after Fed. R. Civ. P. 17(c), which23 applies to adversary proceedings pursuant to Fed. R. Bankr. P. 7017."). In a concurring24 opinion from the Ninth Circuit discussing FRCP 17(c), Judge N.R. Smith explained that25 the text of FRCP 17(c) applies only to humans and not "'incompetent' corporations or26 animals." See Naruto v. Slater, 888 F.3d 418, 431 (9th Cir. 2018) (Smith, J., concurring)27 2 Under FRBP 17(c), "[t]he following representatives may sue or defend on behalf of a minor or incompetent person: (A) a general guardian; (B) a committee; (C) a conservator; or (D) a like fiduciary."

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1 Judge Smith reasoned that because FRCP 17(b) expressly governs corporate capacity, 2 Rule 17(c) did not apply to entities. See id. (explaining that "[t]his separate enumeration 3 of rules for non-human entities, Rule 17(b), is a clear textual indication that the use of th4 term 'person' in Rule 17(c) does not include non-human entities such as corporations or 5 animals.") (emphasis added). In short, because the Debtor is an entity, FRBP 1004.1 6 does not authorize the appointment of a guardian ad litem in this case. 7 B. The Motion is Devoid of Any Applicable Legal Support 8 Movant fails to offer any applicable legal authority in support of his request that th 9 Court appoint him as guardian ad litem for the Debtor. In the Motion, Movant relies solel10 on FRBP 1004.1. As explained above, FRBP 1004.1 does not authorize the Court to 11 appoint a guardian ad litem for an entity. Moreover, Movant only asserts that Thomas 2 0 12 Girardi is incompetent and unable to understand the repercussions of the bankruptcy 0 92626  4 445‐1 13 proceeding. But Thomas Girardi is not a debtor in this case. An involuntary bankruptcy alifornia  •  Fax 71 14 proceeding is currently pending against Thomas Girardi individually in this Court. See a, C 00   es 10 15 Bankruptcy Case No. 2:20-bk-21020-BR. FRBP 1004.1 plainly states that a court may M 5‐ osta  4 44 16 appoint a guardian ad litem for an "incompetent person who is a debtor." It does not C 1 7 el   T 17 authorize a court to appoint a guardian ad litem for an allegedly incompetent person that 18 managed the debtor. Movant's request to be appointed as guardian ad litem improperly 19 expands the scope of FRBP 1004.1—a request he offers no legal basis for. 20 C. A Guardian Ad Litem Is Unnecessary for the Debtor 21 There is no need to appoint a guardian ad litem for the Debtor. FRBP 1004.122 authorizes the Court to appoint a guardian ad litem to "protect" the Debtor. Here, the 23 Trustee has already been appointed to maximize assets for the benefit of the Estate and24 its creditors. The Trustee has been diligently working to identify assets of the Estate to 25 administer for the benefit of creditors. Movant will likely not be able to do anything that 26 the Trustee cannot already do and has done. In fact, there is no evidence before this 27 Court that Movant has any relationship with the Debtor or knowledge and familiarity with

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1 Movant and any professionals he retains would likely be duplicative of the Trustee's 2 efforts. Thus, appointing Movant as guardian ad litem for the Debtor is unnecessary. 3 4 IV. CONCLUSION 5 For the foregoing reasons, the Trustee respectfully requests that the Court enter6 an order denying the Motion. 7 8 DATED: February 2, 2021 Respectfully submitted, 9 SMILEY WANG-EKVALL, LLP 10 11 By: /s/ Lei Lei Wang Ekvall 2 00 12 LEI LEI WANG EKVALL alifornia 92626  •  Fax 714 445‐1 1134 ATrtutosrtneeey s for Elissa D. Miller, Chapter 7 a, C 00   es 10 15 M 5‐ osta  4 44 16 C 1 7 el   T 17 18 19 20 21 22 23 24 25 26 27

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PROOF OF SERVICE OF DOCUMENT am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is 3200 ark Center Drive, Suite 250, Costa Mesa, CA 92626. true and correct copy of the foregoing document entitled (specify): OPPOSITION TO MOTION FOR ORDER PPOINTING ROBERT GIRARDI AS DEBTOR'S GUARDIAN AD LITEM; MEMORANDUM OF POINTS AND UTHORITIES IN SUPPORT will be served or was served (a) on the judge in chambers in the form and manner required by BR 5005-2(d); and (b) in the manner stated below: .TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling Generalrders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date)ebruary 2, 2021 I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined thate following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses statedelow: Service information continued on attached pag . SERVED BY UNITED STATES MAIL: n (date) February 2, 2021 , I served the following persons and/or entities at the last known addresses in thisankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the Unitedtates mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration thatailing to the judge will be completed no later than 24 hours after the document is filed. he Honorable Barry Russell .S. Bankruptcy Court oybal Federal Building 55 E. Temple Street, Suite 1660 os Angeles, CA 90012 Service information continued on attached pag .SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state methodr each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) __________ , I served thellowing persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing touch service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declarationat personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document isled. Service information continued on attached pag declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. February 2, 2021 Gabriela Gomez-Cruz /s/ Gabriela Gomez-Cruz Date PrintedName Signature

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ADDITIONAL SERVICE INFORMATION (if needed): . SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (“NEF”)  Richard D Buckley richard.buckley@arentfox.com  Marie E Christiansen mchristiansen@vedderprice.com, ecfladocket@vedderprice.com,marie-christiansen-4166@ecf.pacerpro.com  Jennifer Witherell Crastz jcrastz@hrhlaw.com  Ashleigh A Danker Ashleigh.danker@dinsmore.com, SDCMLFiles@DINSMORE.COM;Katrice.ortiz@dinsmore.com  Clifford S Davidson csdavidson@swlaw.com, jlanglois@swlaw.com;cliff-davidson-7586@ecf.pacerpro.com  Lei Lei Wang Ekvall lekvall@swelawfirm.com, lgarrett@swelawfirm.com;gcruz@swelawfirm.com;jchung@swelawfirm.com  Richard W Esterkin richard.esterkin@morganlewis.com  Timothy W Evanston tevanston@swelawfirm.com, gcruz@swelawfirm.com;lgarrett@swelawfirm.com;jchung@swelawfirm.com  Eric D Goldberg eric.goldberg@dlapiper.com, eric-goldberg-1103@ecf.pacerpro.com  Andrew Goodman agoodman@andyglaw.com, Goodman.AndrewR102467@notify.bestcase.com  Steven T Gubner sgubner@bg.law, ecf@bg.law  Marshall J Hogan mhogan@swlaw.com, knestuk@swlaw.com  Razmig Izakelian razmigizakelian@quinnemanuel.com  Lewis R Landau Lew@Landaunet.com  Daniel A Lev dlev@sulmeyerlaw.com, ccaldwell@sulmeyerlaw.com;dlev@ecf.inforuptcy.com  Peter J Mastan peter.mastan@dinsmore.com, SDCMLFiles@dinsmore.com;Katrice.ortiz@dinsmore.com  Edith R Matthai ematthai@romalaw.com  Kenneth Miller kmiller@pmcos.com, efilings@pmcos.com  Elissa Miller (TR) CA71@ecfcbis.com, MillerTrustee@Sulmeyerlaw.com;C124@ecfcbis.com;ccaldwell@sulmeyerlaw.com  Eric A Mitnick MitnickLaw@aol.com, mitnicklaw@gmail.com  Scott H Olson solson@vedderprice.com, scott-olson- 2161@ecf.pacerpro.com,ecfsfdocket@vedderprice.com,nortega@vedderprice.com  Leonard Pena lpena@penalaw.com, penasomaecf@gmail.com;penalr72746@notify.bestcase.com  Michael J Quinn mquinn@vedderprice.com, ecfladocket@vedderprice.com,michael-quinn-2870@ecf.pacerpro.com  Ronald N Richards ron@ronaldrichards.com, morani@ronaldrichards.com,justin@ronaldrichards.com  Philip E Strok pstrok@swelawfirm.com, gcruz@swelawfirm.com;1garrett@swelawfirm.com;jchung@swelawfirm.com  United States Trustee (LA) ustpregion16.la.ecf@usdoj.gov  Eric D Winston ericwinston@quinnemanuel.com  Christopher K.S. Wong christopher.wong@arentfox.com, yvonne.li@arentfox.com  Timothy J Yoo tjy@lnbyb.com

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