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Full title: Motion to Approve Compromise Under Rule 9019 Regarding Allocation of Contingency Fees; Memorandum of Points and Authorities; Declaration of Elissas D. Miller in Support with Proof of Service Filed by Trustee Elissa Miller (TR) (Ekvall, Lei Lei) (Entered: 06/09/2021)

Document posted on Jun 8, 2021 in the bankruptcy, 45 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The Debtor, James C. Caviola, Jr. ("Caviola"), and David S. entered into an21 Attorney/Client Contingency Fee Agreement whereby the Debtor and Caviola would 22 receive a percentage of the gross amount of any recovery obtained after the filing of the 23 complaint (the "David S. Contingency Fee").Except as otherwise provided in this Agreement, and effective only upon (a) approval of the Agreement by the Bankruptcy Court, and (b) receipt of the Estate's allocation of the Contingency Fee and reimbursement of agreed-upon costs, the Trustee, for and on behalf of the Estate and her successors (collectively, the "Releasing Parties") shall release and discharge Caviola from any and all claims, demands, controversies, actions, causes of action, suits, proceedings, obligations, liabilities, fines, penalties, costs, expenses, attorneys' fees, and damages of whatsoever character, nature, or kind, in law or in equity, whether known or unknown, fixed or contingent, and liquidated or unliquidated, relating to the Case.Except as otherwise provided in this Agreement, Caviola, for itself and its successors, assigns, grantees, and affiliates (collectively, "Caviola's Releasing Parties"), shall release and discharge any and all claims or interests which Caviola's Releasing Parties may now own or hold, or may have previously owned or held, or may in the future own or hold, against the Trustee and the Estate and their respective agents, attorneys, and employees from any and all claims, demands, controversies, actions, causes of action, suits, proceedings, obligations, liabilities, fines, penalties, costs, expenses, attorneys' fees, and damages of whatsoever character, nature, or kind, in law or in equity, whether known or unknown, fixed or contingent, and liquidated or unliquidated, which relate to the Case.With respect to any suit or proceeding involving the enforcement of this Agreement, including, but not limited to, instituting any action or proceeding to enforce any provisions of this Agreement, to prevent a breach of this Agreement, for damages by reason of any alleged breach of any provisions of this Agreement, or for a declaration of a Party's rights or obligations under this Agreement, the ultimate prevailing Party shall be entitled to recover from the losing Party or Parties, in addition to such other relief as may be granted, his/her reasonable attorneys' fees (other than the attorneys’ fees and costs to prepare this Agreement and seek Bankruptcy Court approval of this Agreement).Any individual signing on behalf of any Party hereto expressly represents and warrants to each other Party that he or she has full authority to do so and to bind such Party hereto and, in the case of the Trustee, to bind the Estate, subject only to approval of the Bankruptcy Court.

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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 2 In re Case No. 2:20-bk-21022-BR 0 0 92626 4 445-1 1123 GIRARDI KEESE, Chapter 7 ornia ax 71 MOTION FOR ORDER APPROVING a, Calif00 • F 14 CALOLMOPCRAOTMIOISNE O RFE CGOANRTDIINNGGE NCY FEESs0 15 PURSUANT TO FEDERAL RULE OF e1 M5- BANKRUPTCY PROCEDURE 9019; a 4 ost4 4 16 MEMORANDUM OF POINTS AND C71 AUTHORITIES; DECLARATION OF el 17 Debtor. ELISSA D. MILLER IN SUPPORT T 18 [No Hearing Required Pursuant to Local Bankruptcy Rule 9013-11(o)] 19 20 21 22 TO THE HONORABLE BARRY RUSSELL, UNITED STATES BANKRUPTCY JUDGE: 23 Elissa D. Miller, the chapter 7 trustee for the bankruptcy estate (the "Estate") of 24 Girardi Keese (the "Trustee"), submits this Motion for Order Authorizing Compromise of 25 Controversy Regarding Allocation of Contingency Fees Pursuant to Federal Rule of 26 Bankruptcy Procedure 9019 (the "Motion"). In support of the Motion, the Trustee submit27 the following memorandum of points and authorities and the attached Declaration of

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1 I. INTRODUCTION 2 This Motion requests approval of multiple compromises regarding the allocation of3 contingency fees earned in cases where the Debtor acted as plaintiff's counsel pre-4 petition. Prosecution of the cases was continued by either co-counsel or substituted 5 counsel and the cases have recently settled. Settlement proceeds are being held 6 pending an order approving these compromises. 7 The compromises contemplated by this Motion were reached after taking into 8 account the efforts by all parties in prosecuting the cases and in negotiating the 9 settlements. The agreements will yield fees and costs to the Estate totaling 10 approximately $174,811.60, and the Trustee believes the compromises are fair and 11 equitable and in the best interest of the Estate. 2 0 0 92626 4 445-1 1123 II. B ACKGROUND ornia ax 71 a, Calif00 • F 14 A. The Debtor's Bankruptcy Case s0 15 The Debtor was a plaintiff's law firm based in Los Angeles, California. On e1 M5- a 4 ost4 4 16 December 18, 2020, petitioning creditors Jill O'Callahan, as successor in interest to C1 7 el 17 James O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, T 18 and Kimberly Archie (collectively, the "Petitioning Creditors") filed an involuntary 19 chapter 7 bankruptcy petition against the Debtor.1 On December 24, 2020, the 20 Petitioning Creditors filed a Motion for Appointment of Interim Trustee Pursuant to 21 11 U.S.C. § 303(g) [Docket No. 12]. The Court entered an order granting the motion on 22 January 5, 2021 [Docket No. 45]. On January 6, 2021, the Trustee was appointed as th23 interim trustee [Docket No. 50]. 24 On January 13, 2021, the Court entered an Order Directing: (1) The Clerk of Cour25 to Immediately Enter an Order for Relief under Chapter 7; (2) The United States Trustee 26 1 The Petitioning Creditors also filed an involuntary chapter 7 bankruptcy petition 27 against Thomas V. Girardi, which is currently pending as Bankruptcy Case No. 2:20-bk-21020-BR.

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1 to Immediately Appoint a Chapter 7 Trustee; (3) The Debtor to File All Schedules and 2 Related Documentation for Chapter 7 Case within Fourteen Days of the Entry of this 3 Order; and (4) Vacating February 16, 2021 Status Conference [Docket No. 68]. On 4 January 13, 2021, the Clerk of Court entered an order for relief against the Debtor 5 [Docket No. 69], and the Trustee was appointed and accepted her appointment in the 6 Debtor's case [Docket No. 71]. 7 The Debtor was plaintiff's counsel in the cases relevant here. Subsequent to the 8 bankruptcy filing, the cases were settled by either co-counsel or new counsel. The 9 Trustee has reached agreements with counsel regarding the allocation of the earned 10 contingency fees in the settled cases. The settlements are described below: 11 B. Settlement with Odjaghian Law Group 2 0 0 92626 4 445-1 1123 CountyP Sriuopr etori othr eC Pouertitt,i oCna Dsea tNeo, .t hBeC D7e0b0t7o4r 9c,o omnm beenhcaelfd o af np laacintitoifnfs inS ethrgei oL oasn dA nSgkeyl ePs. ornia ax 71 a, Calif00 • F 14 ("SSP"). The Debtor, the Odjaghian Law Group ("Odjaghian"), and SSP entered into an s0 15 Attorney/Client Contingency Fee Agreement whereby the Debtor and Odjaghian would e1 M5- a 4 ost4 4 16 receive a percentage of the gross amount of any recovery obtained after the filing of the C1 7 el 17 complaint (the "SSP Contingency Fee"). Subsequent to the Petition Date, Odjaghian T 18 associated Christopher Aumais ("Aumais"), an attorney who previously worked at Girardi19 Keese, as of counsel. 20 The SSP case was recently settled. The Trustee and Odjaghian have reached an21 agreement regarding the allocation of the SSP Contingency Fee which the Trustee 22 believes is equitable to both parties. The settlement, which is subject to Bankruptcy 23 Court approval, is described below. 24 25 26 27

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1 The SSP Settlement Agreement 2 The Trustee and Odjaghian have reached an agreement with respect to the 3 allocation of the contingency fee (the "SSP Agreement"). The salient terms of the SSP 4 Agreement are as follows: 5 1. Based on the settlement amount, the total contingency fee due is 6 $260,000.00. The SSP Agreement provides that the contingency fee shall be allocated 7 $65,000.00 to the Trustee on behalf of the Estate (25%), and $195,000.00 (75%) to 8 Odjaghian. Odjaghian and Aumais will share Odjaghian's portion of the contingency fee. 9 2. As reimbursement for costs and expenses advanced by the Debtor in 10 connection with the SSP case, the Estate will receive $55,883.04. 11 3. Upon entry of an order approving this Motion, the Trustee shall provide 2 0 0 92626 4 445-1 1123 Othdej aEgshtaiaten' sw Fithe eas caonpdy tohfe t hEes toartdee'sr ,C aonsdt sO, idnj athgeh iatont awl iallm hoauven ts oefv $e1n2 b0u,8s8in3e.0ss4 ,d taoy tsh eto remornia ax 71 a, Calif00 • F 14 Trustee. s0 15 A copy of the SSP Agreement, which fully sets out the terms of the settlement, is e1 M5- a 4 ost4 4 16 attached hereto as Exhibit "1." C1 7 el 17 C. Settlement with James C. Caviola, Jr. T 18 Prior to the Petition Date, the Debtor commenced an action in the Orange County 19 Superior Court, Case No. 30 2019 01114849 CU PA CJC, on behalf of plaintiff David S. 20 ("David S."). The Debtor, James C. Caviola, Jr. ("Caviola"), and David S. entered into an21 Attorney/Client Contingency Fee Agreement whereby the Debtor and Caviola would 22 receive a percentage of the gross amount of any recovery obtained after the filing of the 23 complaint (the "David S. Contingency Fee"). Caviola subsequently associated Aumais t24 prosecute the David S. case. 25 The David S. case was recently settled. The compromise addresses the allocatio26 of the David S. Contingency Fee between Caviola and the Debtor, which the Trustee 27 believes is equitable to both parties The settlement, which is subject to Bankruptcy Cour

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1 The David S. Settlement Agreement 2 The Trustee and Caviola have reached an agreement with respect to the 3 allocation of the David S. Contingency Fee (the "David S. Agreement"). The salient 4 terms of the David S. Agreement are as follows: 5 1. Based on the settlement amount, the total contingency fee due is 6 $250,000.00. The David S. Agreement provides that the David S. Contingency Fee is to7 be allocated $25,000.00 to the Trustee on behalf of the Estate (10%), and $225,000.00 8 (90%) to Caviola. Caviola and Aumais will share Caviola's portion of the David S. 9 Contingency Fee. 10 2. As reimbursement for costs and expenses advanced by the Debtor in 11 connection with the David S. case, the Estate will receive $2,378.61. 2 0 0 92626 4 445-1 1123 Caviola3 .w ith aU cpoopny eonf ttrhye o of radne ro,r danedr aCpapvrioovlain sgh tahlils h Mavoeti osne,v tehne bTursuisnteeses s dhaaylls p troo vreidmei t thornia ax 71 a, Calif00 • F 14 Estate's Fees and the Estate's Costs, in the total amount of $27,378.61, to the Trustee. s0 15 A copy of the David S. Agreement, which fully sets out the terms of the settlemente1 M5- a 4 ost4 4 16 is attached hereto as Exhibit "2." C1 7 el 17 D. Settlement with Andre Sherman T 18 Andre Sherman, an attorney formerly practicing with the Debtor, was the attorney 19 primarily responsible for several cases that were being prosecuted by the Debtor. Mr. 20 Sherman left the Debtor and formed Sherman and Sherman, APC ("Sherman"). 21 The Debtor commenced two actions in the Los Angeles County Superior Court, 22 (1) Case No. 19STCV20703, on behalf of Kimberly and Diana P. ("KDP") and (2) Case 23 No. BC681329, on behalf of Scott M. On or around September 2020, Sherman 24 substituted in as counsel in the KDP case. In approximately November of 2020, 25 Sherman substituted in as counsel in the Scott M. case. Both cases were contingency 26 fee cases. 27 Sherman recently settled both the KDP case and the Scott M. case. The

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1 contingency fees between Sherman and the Debtor. The settlements, which are subject2 to Bankruptcy Court approval, are described below. 3 1. The KDP Settlement Agreement 4 The Trustee and Sherman have reached an agreement with respect to the 5 allocation of the contingency fee (the "KDP Agreement"). The salient terms of the KDP 6 Agreement are as follows: 7 (a) Based on the settlement amount, the total contingency 8 fee due is $16,500.00. The KDP Agreement provides that the 9 contingency fee shall be allocated $2,475.00 to the Trustee on behalf 10 of the Estate (15%), and $14,025.00 (85%) to Sherman. 11 (b) As reimbursement for costs and expenses advanced 2 0 0 92626 4 445-1 1123 breyc tehivee D $e6b,t3o3r3 in.6 c2o. nnection with the KDP Case, the Estate will ornia ax 71 a, Calif00 • F 14 (c) Upon entry of an order approving this Motion, the s0 15 Trustee will provide Sherman with a copy of the order, and Sherman e1 M5- a 4 ost4 4 16 will have seven business days to remit the Estate's Fees and the C1 7 el 17 Estate's Costs, in the total amount of $8,808.62, to the Trustee. T 18 A copy of the KDP Agreement, which fully sets out the terms of the settlement, is 19 attached hereto as Exhibit "3." 20 2. The Scott M. Settlement Agreement 21 The Trustee and Sherman have reached an agreement with respect to the 22 allocation of contingency fee in the Scott M. case (the "Scott M. Agreement"). The salie23 terms of the Scott M. Agreement are as follows: 24 (a) Based on the settlement amount, the contingency fee 25 is $31,500.00. The Scott M. Agreement provides that the 26 27

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1 contingency fee shall be allocated $4,725.00 to the Trustee (15%) on 2 behalf of the Estate, and $26,775.00 (85%) to Sherman. 3 (b) The Estate will receive $13,016.33 as reimbursement 4 for costs advanced by the Debtor in connection with the Scott M. 5 case. 6 (c) Upon entry of an order approving this Motion, the 7 Trustee shall provide Sherman with a copy of the order, and 8 Sherman will have seven business days to remit the Estate's Fees 9 and the Estate's Costs, in the total amount of $17,741.33, to the 10 Trustee. 11 A copy of the Scott M. Agreement, which fully sets out the terms of the settlement2 0 0 92626 4 445-1 1123 is attac hed hereto as Exhibit "4." ornia ax 71 a, Calif00 • F 14 III. MEMORANDUM OF POINTS AND AUTHORITIES s0 15 A. The Court Can Approve the Settlement Agreements e1 M5- a 4 ost4 4 16 Federal Rule of Bankruptcy Procedure ("FRBP") 9019(a) provides, in part, that a C1 7 el 17 court may approve a compromise per motion by the trustee and after a hearing on noticeT 18 to the debtor, all creditors, and all interested parties. The standard to be applied to the 19 approval of a settlement includes the probability of success of any litigation, the 20 difficulties in collection on a judgment, the complexity of the matter, the expense, 21 inconvenience or delay occasioned by resolution through litigation, and interests of 22 creditors, and the reasonableness of the compromise. In re A & C Properties, 784 F.2d 23 1377, 1380-81 (9th Cir. 1986). 24 "The bankruptcy court has great latitude in approving compromising agreements."25 See id. In approving a settlement agreement, the court must find that it is fair and 26 equitable and the product of good-faith negotiations. See id. Generally speaking, the 27 court may defer to the business judgment of the debtor-in-possession or trustee in

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1 292 B.R. 415, 420 (B.A.P. 9th Cir. 2003). The court need not conclude that the propose2 settlement is the best possible compromise, but only that the settlement is "within the 3 reasonable range of litigation possibilities." See In re World Health Alternatives, Inc., 34 4 B.R. 291, 296 (Bankr. D. Del. 2006). Similarly, the court need not, and should not 5 conduct a "mini-trial" on the compromised claims but simply determine that disputes 6 related to those claims exist. See In re Schmitt, 215 B.R. 417, 423 (B.A.P. 9th Cir. 1997)7 ("When assessing a compromise, courts need not rule upon disputed facts and question8 of law, but rather only canvass the issues. A mini-trial on the merits is not required."); 9 see also, In re Hermitage Inn, Inc., 66 B.R. 71, 72 (Bankr. D. Colo. 1986) ("[T]he court's 10 assessment does not require resolution of the issues, but only their identification, so that11 the reasonableness of the settlement may be evaluated."). It is enough that the court 2 0 0 92626 4 445-1 1123 cInocn.,c l2u1d4e Bth.Re .p 3ro8b2a, b3i8li6ty (oBfa snukcrc. eDs. sA irsiz u. n1c9e9r7ta).in . See, e.g., In re America West Airlines, ornia ax 71 a, Calif00 • F 14 B. The Settlements are Fair and Reasonable s0 15 The settlements are reasonable and in the best interest of the Debtor's Estate. e1 M5- a 4 ost4 4 16 The allocation of the contingency fees considers the role and effort put forward by the C1 7 el 17 collaborating attorneys, the ultimate result of the cases, and the amount of fees and costT 18 at issue. If the settlements are approved, the Estate will receive a total of $174,811.60, 19 which is comprised of fees of $97,200.00 and costs of $77,611.60. 20 This result benefits the Estate. The Trustee believes that the allocation of the 21 contingency fees as set forth in the agreements and in this Motion is fair based on the 22 parties' respective roles. The Trustee believes that the compromises are fair and 23 reasonable for the reasons stated below. 24 The Trustee negotiated these settlements to minimize the risks and costs 25 associated with possible litigation if the parties were unable to arrive at an equitable 26 resolution. In the absence of a consensual resolution, the Estate would have to litigate a27 quantum meruit claim for fees and costs. The litigation would be time consuming and

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1 that the upside is marginal even if the Trustee were to be successful in the litigation. 2 Moreover, no litigation is without risk. The Trustee evaluated the potential strengths and3 weaknesses of the Estate's position in the litigation and negotiated the settlements 4 described in this Motion in an effort to maximize the return to creditors. 5 The compromises were entered into in good faith and were negotiated at arm's 6 length. 7 8 IV. CONCLUSION 9 For these reasons, the Trustee respectfully requests that the Court enter an order10 providing for the following relief: 11 1. Granting the Motion; 2 0 0 92626 4 445-1 1123 23.. AAuutthhoorriizziinngg tthhee TTrruusstteeee ttoo eenntteerr iinnttoo tthhee SDSavPi dA Sgr. eAegmreeenmt; ent; ornia ax 71 a, Calif00 • F 14 4. Authorizing the Trustee to enter into the KDP Agreement; s0 15 5. Authorizing the Trustee to enter into the Scott M. Agreement; e1 M5- a 4 ost4 4 16 6. Approving the terms of the SSP Agreement, a copy of which is attached C1 7 el 17 hereto as Exhibit "1"; T 18 7. Approving the terms of the David S. Agreement, a copy of which is attache19 hereto as Exhibit "2"; 20 8. Approving the terms of the KDP Agreement, a copy of which is attached 21 hereto as Exhibit "3"; 22 9. Approving the terms of the Scott M. Agreement, a copy of which is attache23 hereto as Exhibit "4"; 24 10. Authorizing the Trustee to execute any documents or take any actions 25 reasonably necessary to effectuate the terms of the SSP Agreement; 26 11. Authorizing the Trustee to execute any documents or take any actions 27 reasonably necessary to effectuate the terms of the David S. Agreement;

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1 12. Authorizing the Trustee to execute any documents or take any actions 2 reasonably necessary to effectuate the terms of the KDP Agreement; 3 13. Authorizing the Trustee to execute any documents or take any actions 4 reasonably necessary to effectuate the terms of the Scott M. Agreement; 5 14. For such other relief as the Court may deem just and necessary. 6 7 DATED: June 9, 2021 Respectfully submitted, 8 SMILEY WANG-EKVALL, LLP 9 10 By: /s/ Lei Lei Wang Ekvall LEI LEI WANG EKVALL 11 Attorneys for Elissa D. Miller, 2 0 Chapter 7 Trustee 0 92626 4 445-1 1123 ornia ax 71 a, Calif00 • F 14 s0 15 e1 M5- a 4 ost4 4 16 C1 7 el 17 T 18 19 20 21 22 23 24 25 26 27

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1 DECLARATION OF ELISSA D. MILLER 2 3 I, Elissa D. Miller, declare as follows: 4 1. I am the duly appointed Chapter 7 Trustee in the bankruptcy case of Girard 5 Keese. I am also a partner at the law firm SulmeyerKupetz. I know each of the following6 facts to be true of my own personal knowledge, except as otherwise stated and, if called 7 as a witness, I could and would competently testify with respect thereto. I make this 8 declaration in support of the Motion for Order Authorizing Compromise of Controversy 9 Regarding Allocation of Contingency Fees Pursuant to Federal Rule of Bankruptcy 10 Procedure 9019 (the "Motion"). Unless otherwise defined in this declaration, all terms 11 defined in the Motion are incorporated herein by this reference. 2 0 0 92626 4 445-1 1123 comme2n.ced aInt isa cmtioy nu nind tehres tLaonsd iAngn gthealet sp Criooru tnot yth Seu Ppeetriitoior nC Douartet,, Cthaes eD Nebot.o BrC700749, ornia ax 71 a, Calif00 • F 14 on behalf of plaintiffs Sergio and Sky P. ("SSP"). The Debtor, the Odjaghian Law Group s0 15 ("Odjaghian"), and SSP entered into an Attorney/Client Contingency Fee Agreement e1 M5- a 4 ost4 4 16 whereby the Debtor and Odjaghian would receive a percentage of the gross amount of C1 7 el 17 any recovery obtained after the filing of the complaint (the "SSP Contingency Fee"). T 18 Subsequent to the Petition Date, Odjaghian associated Christopher Aumais ("Aumais"), 19 an attorney who previously worked at Girardi Keese, as of counsel. 20 3. The SSP case was recently settled. Odjaghian and I have reached an21 agreement regarding the allocation of the SSP Contingency Fee which I believe is 22 equitable to both parties. A copy of the SSP Agreement, which fully sets out the terms o23 the settlement, is attached hereto as Exhibit "1." 24 4. It is my understanding that prior to the Petition Date, the Debtor25 commenced an action in the Orange County Superior Court, Case No. 30 2019 26 01114849 CU PA CJC, on behalf of plaintiff David S. ("David S."). The Debtor, James C27 Caviola, Jr. ("Caviola"), and David S. entered into an Attorney/Client Contingency Fee

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1 amount of any recovery obtained after the filing of the complaint (the "David S. 2 Contingency Fee"). Caviola subsequently associated Aumais to prosecute the David S. 3 case. 4 5. The David S. case was recently settled. The compromise addresses the5 allocation of the David S. Contingency Fee between Caviola and the Debtor, which I 6 believe is equitable to both parties A copy of the David S. Agreement, which fully sets 7 out the terms of the settlement, is attached hereto as Exhibit "2." 8 6. It is my understanding that Andre Sherman, an attorney formerly practicing9 with the Debtor, was the attorney primarily responsible for several cases that were being10 prosecuted by the Debtor. Mr. Sherman left the Debtor and formed Sherman and 11 Sherman, APC ("Sherman"). 2 0 0 92626 4 445-1 1123 County7 S. uperIi oarm C ionufortr,m (1e)d C thaaste tNheo .D 1e9bStoTrC cVo2m0m70e3n,c oend btweoh aalcf toiof nKsim inb tehrely Laonsd A Dnigaenlae sP. ornia ax 71 a, Calif00 • F 14 ("KDP") and (2) Case No. BC681329, on behalf of Scott M. On or around September s0 15 2020, Sherman substituted in as counsel in the KDP case. In approximately November e1 M5- a 4 ost4 4 16 of 2020, Sherman substituted in as counsel in the Scott M. case. Both cases were C1 7 el 17 contingency fee cases. T 18 8. Sherman recently settled both the KDP case and the Scott M. case. The19 compromises which are the subject of this Motion, resolve how to allocate the 20 contingency fees between Sherman and the Debtor. A copy of the KDP Agreement, 21 which fully sets out the terms of the settlement, is attached hereto as Exhibit "3," and a 22 copy of the Scott M. Agreement, which fully sets out the terms of the settlement, is 23 attached hereto as Exhibit "4." 24 9. I believe the settlements are reasonable and in the best interest of the25 Debtor's Estate. The allocation of the contingency fees considers the role and effort put 26 forward by the collaborating attorneys, the ultimate result of the cases, and the amount o27 fees and costs at issue. If the settlements are approved, the Estate will receive a total of

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1 10. This result benefits the Estate. I believe that the allocation of the2 contingency fees as set forth in the agreements and in this Motion is fair based on the 3 parties' respective roles. I negotiated these settlements to minimize the risks and costs 4 associated with possible litigation if the parties were unable to arrive at an equitable 5 resolution. In the absence of a consensual resolution, the Estate would have to litigate a6 quantum meruit claim for fees and costs. The litigation would be time consuming and 7 would require a significant expenditure of the Estate's resources. I believe that the 8 upside is marginal even if I were to be successful in the litigation. Moreover, no litigation9 is without risk. I evaluated the potential strengths and weaknesses of the Estate's 10 position in the litigation and negotiated the settlements described in this Motion in an 11 effort to maximize the return to creditors. 2 0 0 92626 4 445-1 1123 that theI dfoercelgaorein ugn ids etrru pee annadlty c oofr rpeecrtj.u ry under the laws of the United States of America ornia ax 71 a, Calif00 • F 14 Executed on this __9_th_ day of June, 2021, at Los Angeles, California. s0 15 e1 M5- a 4 ost4 4 16 C1 7 ELISSA D. MILLER el 17 T 18 19 20 21 22 23 24 25 26 27

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EXHIBIT "1"

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EXHIBIT "2"

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SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (“Agreement”) is entered into by and between ELISSA D. MILLER, solely in her capacity as trustee of the estate of Girardi Keese (the “Debtor”), and JAMES C. CAVIOLA, JR. ("Caviola"). The Trustee and Caviola may hereinafter be referred to individually as a “Party” and collectively as the “Parties.” RECITALS A. On December 18, 2020 (the "Petition Date"), an involuntary chapter 7 bankruptcy petition was filed against the Girardi Keese (the "Debtor") commencing Case No. 2:20-bk-21022-BR in the U.S. Bankruptcy Court for the Central District of California (“Bankruptcy Court"). The Order for Relief was entered on January 13, 2021, and the Trustee was appointed and accepted her appointment. B. Prior to the Petition Date, the Debtor commenced an action in the Orange County Superior Court on behalf of plaintiff David Allen Shilling ("Plaintiff") entitled David Allen Shilling v. Simranpreet Singh Sidhu, et al, Case No. 30-2019-01114849-CU-PA-CJC (the "Case"). The Debtor, Caviola, and the Plaintiff entered into an Attorney/Client Contingency Fee Agreement whereby the Debtor and Caviola would receive a percentage of the gross amount of any recovery obtained after the filing of the complaint (the "Contingency Fee"). The Debtor's books and records reflect that the Debtor incurred $2,378.61 in costs in connection with the Case. C. Since the Petition Date, Caviola associated in Christopher Aumais, an attorney who previously worked at Girardi Keese, as of counsel. D. The Case has been recently settled. E. The Trustee and Caviola have reached an agreement with respect to their respective allocation of the Contingency Fee and for the reimbursement costs. NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants, conditions, promises, and agreements contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: ARTICLE 1 APPROVAL ORDER AND BINDING EFFECT 1.1. Binding Effect. This Agreement shall become effective and binding only upon entry by the Bankruptcy Court of a final order approving the Agreement (the "Approval Order"). The Approval Order is "final" after it is entered unless an appeal is timely filed and a stay pending appeal is obtained. In the event of a timely-filed appeal and stay, the order shall become final if and when the appeal is resolved in favor of the Trustee. In the event the stay pending appeal is lifted prior to the resolution of the appeal, the order shall become final upon the lifting

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of the stay pending appeal. The "Effective Date" of this Agreement shall be the first business day after the Approval Order becomes final. 1.2. Court Approval. Upon execution of this Agreement by the Parties, the Trustee will promptly file a motion to approve this Agreement with the Bankruptcy Court. The Trustee shall use her best efforts to obtain the Bankruptcy Court's approval of the motion and this Agreement, and the Parties shall cooperate in this regard and in defending against an appeal of the Court's approval of the Motion. 1.3. Termination of Agreement. In the event that this Agreement is not approved by the Bankruptcy Court with a final Approval Order, with the exception of Article I of this Agreement, this Agreement shall become null and void and of no force or effect. ARTICLE 2 TERMS OF SETTLEMENT 2.1. Allocation of the Contingency Fee. The Estate's share of the Contingency Fee is 10% or $25,000.00 (the "Estate's Fees") and Caviola's share of the Contingency Fee is 90% or $225,000.00. From Caviola's share of the Contingency Fee, Aumais and/or his firm shall receive 22.2% (or $50,000.0) and Caviola shall receive 77.8% or $175,000.00. 2.2. Reimbursement of Costs. The Estate will receive $2,378.61 (the "Estate's Costs") for costs incurred by the Debtor in connection with the Case. 2.3. Payment. Upon entry of the Approval Order, the Trustee shall provide Caviola with a copy of the Approval Order, and Caviola shall have seven (7) business days to remit the Estate's Fees and the Estate's Costs, in the total amount of $27,378.61, by check made payable to "Elissa D. Miller, Chapter 7 Trustee of the Bankruptcy Estate of Girardi Keese. The check should include a reference to the case, Shilling v. Sidhu, and be sent to: SulmeyerKupetz, APC Attention: Elissa D. Miller, Trustee 333 S. Grand Avenue, Suite 3400 Los Angeles, California 90071 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 3.1. No Undisclosed Inducements. The Parties represent that they have entered into this Agreement in reliance on their own investigation and that no representations, warranties, or promises other than those set forth in this Agreement were made by the Parties or their agents, employees, or counsel to induce either Party to enter into this Agreement. 3.2. Representation by Counsel. Each Party represents that he or she has obtained independent legal advice with respect to this Agreement, the subject matter of this Agreement, the facts referred to above, and any rights or asserted rights arising therefrom. The Parties acknowledge that they are executing this Agreement voluntarily, without any duress or undue influence.

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3.3. Authority to Execute Agreement. The Parties warrant and represent that they are authorized to execute this Agreement on behalf of the respective parties and in their respective capacities as indicated below, provided however that the Trustee’s execution of this Agreement is specifically subject to the approval of the Bankruptcy Court as provided for herein. ARTICLE 4 RELEASE OF CLAIMS 4.1. Release of Claims by the Trustee. Except as otherwise provided in this Agreement, and effective only upon (a) approval of the Agreement by the Bankruptcy Court, and (b) receipt of the Estate's allocation of the Contingency Fee and reimbursement of agreed-upon costs, the Trustee, for and on behalf of the Estate and her successors (collectively, the "Releasing Parties") shall release and discharge Caviola from any and all claims, demands, controversies, actions, causes of action, suits, proceedings, obligations, liabilities, fines, penalties, costs, expenses, attorneys' fees, and damages of whatsoever character, nature, or kind, in law or in equity, whether known or unknown, fixed or contingent, and liquidated or unliquidated, relating to the Case. 4.2. Release of Claims by Caviola. Except as otherwise provided in this Agreement, Caviola, for itself and its successors, assigns, grantees, and affiliates (collectively, "Caviola's Releasing Parties"), shall release and discharge any and all claims or interests which Caviola's Releasing Parties may now own or hold, or may have previously owned or held, or may in the future own or hold, against the Trustee and the Estate and their respective agents, attorneys, and employees from any and all claims, demands, controversies, actions, causes of action, suits, proceedings, obligations, liabilities, fines, penalties, costs, expenses, attorneys' fees, and damages of whatsoever character, nature, or kind, in law or in equity, whether known or unknown, fixed or contingent, and liquidated or unliquidated, which relate to the Case. 4.3. Waiver of Section 1542. The Parties recognize, acknowledge, and waive the provisions of California Civil Code Section 1542 which provides: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. In waiving the provisions of Section 1542 of the California Civil Code, the Parties acknowledge that they may hereafter discover facts in addition to or different than those which it now believes to be true with respect to the matters each has respectively released herein, but agree that they have taken that possibility into account in reaching this settlement, and the respective releases given herein shall remain in effect as full and complete releases notwithstanding the discovery or existence of such additional or different facts, as to which the Parties expressly assume the risk.

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ARTICLE 5 GENERAL PROVISIONS 5.1. Integration. This Agreement sets forth the entire agreement between the Parties with regard to the subject matter hereof and no change, modification, amendment, termination or discharge of this Agreement shall be binding unless made in writing and executed by each of the parties. All agreements, covenants, representations and warranties, express or implied, oral and written, of the parties with regard to the subject matter hereof, are contained in this Agreement and the documents referred to herein or implementing the provisions hereof. No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by any party to another party with respect to the subject matter of this Agreement. All prior and contemporaneous conversations, negotiations, possible and alleged agreements and representations, covenants and warranties with respect to the subject matter hereof are waived, merged herein, and superseded hereby and thereby. 5.2. No Third-Party Beneficiaries. This Agreement is not for the benefit of any person who is not a party signatory to this Agreement or who is not specifically named as a beneficiary in this Agreement, and the provisions of this Agreement are not intended to affect the rights of any party or non-party against any person or entity who is not a party signatory to this Agreement or who is not specifically named as a beneficiary in this Agreement. 5.3. Attorneys' Fees. With respect to any suit or proceeding involving the enforcement of this Agreement, including, but not limited to, instituting any action or proceeding to enforce any provisions of this Agreement, to prevent a breach of this Agreement, for damages by reason of any alleged breach of any provisions of this Agreement, or for a declaration of a Party's rights or obligations under this Agreement, the ultimate prevailing Party shall be entitled to recover from the losing Party or Parties, in addition to such other relief as may be granted, his/her reasonable attorneys' fees (other than the attorneys’ fees and costs to prepare this Agreement and seek Bankruptcy Court approval of this Agreement). 5.4. Survival. It is expressly understood and agreed by each of the Parties that nothing provided for in this Agreement is intended to nor does it release any claims arising out of breach of this Agreement, or any representations contained herein or made in connection herewith. All representations, warranties and covenants herein shall survive the execution of this Agreement. 5.5. Further Documentation. Following the date hereof, the parties must take such action and execute and deliver such further documents as may be reasonably necessary or appropriate to effectuate the intention of this Agreement. 5.6. Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the State of California. 5.7. Jurisdiction. In the event a dispute arises under this Agreement, the Bankruptcy Court shall have exclusive jurisdiction to interpret and enforce this Agreement.

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5.8. Interpretation. This Agreement shall be treated as jointly drafted and will not be construed against any Party as drafter. Furthermore, in the event of any ambiguity in or dispute regarding the interpretation of this Agreement, the interpretation will not be resolved by any rule of interpretation providing for interpretation against the Party who causes the uncertainty to exist or against the draftsperson. 5.9. Meaning of Pronouns and Effect of Headings. As used in the Agreement and attached exhibits, the masculine, feminine and/or neuter gender, in the singular or plural, shall be deemed to include the others whenever the text so requires. The captions and paragraph headings in the Agreement are inserted solely for convenience or reference and shall not restrict, limit or otherwise affect the meaning of the Agreement. 5.10. Counterparts and Electronic Signatures. This Agreement may be executed in multiple counterpart copies, each of which shall be deemed an original, but all of which together shall constitute one agreement. A signature sent and received by facsimile or other electronic means shall constitute an original signature for purposes of this Agreement. An electronic signature shall constitute an original signature for purposes of this Agreement. 5.11. Severability. In the event that any covenant, condition or other provision contained in this Agreement is held to be invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair or invalidate any other covenant, condition or other provision contained herein, so long as such severance does not materially affect the consideration given or received herein or the general intent hereof. If such condition, covenant or other provision shall be deemed invalid due to its scope or breadth, such covenant, condition or other provision shall be deemed valid to the extent that the scope or breadth is permitted by law. 5.12. Waiver. No breach of any provision herein can be waived unless in writing. Waiver of any one breach of any provision hereof shall not be deemed to be a waiver of any other breach of the same or any other provision hereof. No failure or delay on the part of any Party to exercise any right hereunder, nor any other indulgence of such Party, shall operate as a waiver of any other rights hereunder, nor shall any single exercise by any Party of any right hereunder preclude any other or further exercise thereof. The rights and remedies herein provided are cumulative and not exclusive of any right or remedies provided by law. 5.13. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the successors, assigns, heirs, executors, administrators, etc. of each of the Parties, including but not limited to any successor trustee and the Debtor after the case is dismissed or closed. 5.14. No Assignments or Delegation of Rights. Neither Party hereto has assigned or delegated any rights to any other party or person any of the rights or interests related to any claim which may be subject to the terms of this Agreement. 5.15. Further Assurances. The Parties shall take all further acts and sign all further documents necessary or convenient to effectuate the purpose of this Agreement.

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5.16. Full Authority to Sign Agreement. Any individual signing on behalf of any Party hereto expressly represents and warrants to each other Party that he or she has full authority to do so and to bind such Party hereto and, in the case of the Trustee, to bind the Estate, subject only to approval of the Bankruptcy Court. 5.17. Parties to Bear Own Costs. Each party shall be responsible for the payment of its own costs, attorneys’ fees, and all other expenses in connection with negotiation, preparation, execution, and approval of this Agreement. 5.18. Recitals Acknowledged. The Recitals are true and correct to the best of the Parties’ knowledge, and hereby adopted by the Parties. 5.19. Notices. Any notice by any Party to any other Party may be made by e-mail and delivered to the other Party at the address below until written notice of a different email address is given by the Party. Any payments to be made pursuant to this Agreement shall be deemed made only upon actual receipt. To the Trustee: Elissa D. Miller, Bankruptcy Trustee for Girardi Keese c/o SulmeyerKupetz 333 S Grand Avenue, Suite 3400 Los Angeles, CA 90071 emiller@sulmeyerlaw.com with copies to: Lei Lei Wang Ekvall Philip E. Strok Smiley Wang-Ekvall, LLP 3200 Park Center Drive, Suite 250 Costa Mesa, CA 92626 lekvall@swelawfirm.com pstrok@swelawfirm.com To Caviola: James C. Caviola, Jr. 20422 Beach Boulevard, Suite 415 Huntington Beach, CA 92648

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XXXX 6/1 June 1

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EXHIBIT "3"

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EXHIBIT "4"

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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): MOTION FOR ORDER APPROVING COMPROMISE EGARDING ALLOCATION OF CONTINGENCY FEES PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE019; MEMORANDUM OF POINTS AND AUTHORITIES; DECLARATION OF ELISSA D. MILLER IN SUPPORT ( will be erved or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner tated 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)une 9, 2021 I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that thellowing persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below: Service information continued on attached pag . SERVED BY UNITED STATES MAIL: n (date) June 9, 2021 , I served the following persons and/or entities at the last known addresses in this bankruptcyase or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail,rst class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to thedge will be completed no later than 24 hours after the document is filed. The Honorable Barry Russell U.S. Bankruptcy Court Roybal Federal Building 255 E. Temple Street, Suite 1660 Los 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. June 9, 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”) yra E Andrassy kandrassy@swelawfirm.com, lgarrett@swelawfirm.com;gcruz@swelawfirm.com;jchung@swelawfirm.com afey Balabanian rbalabanian@edelson.com, docket@edelson.com ichelle Balady mb@bedfordlg.com, leo@bedfordlg.com illiam C Beall will@beallandburkhardt.com, carissa@beallandburkhardt.com ri S Blumenfeld Ori@MarguliesFaithLaw.com, elen@MarguliesFaithLaw.com;Angela@MarguliesFaithLaw.com;Vicky@MarguliesFaithLaw.com ichard D Buckley richard.buckley@arentfox.com arie E Christiansen mchristiansen@vedderprice.com, ecfladocket@vedderprice.com,marie-christiansen-166@ecf.pacerpro.com ennifer Witherell Crastz jcrastz@hrhlaw.com shleigh A Danker Ashleigh.danker@dinsmore.com, SDCMLFiles@DINSMORE.COM;Katrice.ortiz@dinsmore.com lifford S Davidson csdavidson@swlaw.com, jlanglois@swlaw.com;cliff-davidson-7586@ecf.pacerpro.com ei Lei Wang Ekvall lekvall@swelawfirm.com, lgarrett@swelawfirm.com;gcruz@swelawfirm.com;jchung@swelawfirm.com ichard W Esterkin richard.esterkin@morganlewis.com imothy W Evanston tevanston@swelawfirm.com, gcruz@swelawfirm.com;lgarrett@swelawfirm.com;jchung@swelawfirm.com eremy Faith Jeremy@MarguliesFaithlaw.com, elen@MarguliesFaithlaw.com;Angela@MarguliesFaithlaw.com;Vicky@MarguliesFaithlaw.com ames J Finsten , jimfinsten@hotmail.com lan W Forsley alan.forsley@flpllp.com, awf@fkllawfirm.com,awf@fl-lawyers.net,addy.flores@flpllp.com ric D Goldberg eric.goldberg@dlapiper.com, eric-goldberg-1103@ecf.pacerpro.com ndrew Goodman agoodman@andyglaw.com, Goodman.AndrewR102467@notify.bestcase.com uzanne C Grandt suzanne.grandt@calbar.ca.gov, joan.randolph@calbar.ca.gov teven T Gubner sgubner@bg.law, ecf@bg.law arshall J Hogan mhogan@swlaw.com, knestuk@swlaw.com heryl K Ith sith@cookseylaw.com, sith@ecf.courtdrive.com azmig Izakelian razmigizakelian@quinnemanuel.com ewis R Landau Lew@Landaunet.com aniel A Lev dlev@sulmeyerlaw.com, ccaldwell@sulmeyerlaw.com;dlev@ecf.inforuptcy.com lizabeth A Lombard elombard@zwickerpc.com, bknotices@zwickerpc.com raig G Margulies Craig@MarguliesFaithlaw.com, icky@MarguliesFaithlaw.com;Helen@MarguliesFaithlaw.com;Angela@MarguliesFaithlaw.com eter J Mastan peter.mastan@dinsmore.com, SDCMLFiles@dinsmore.com;Katrice.ortiz@dinsmore.com dith R. Matthai ematthai@romalaw.com, lrobie@romalaw.com enneth Miller kmiller@pmcos.com, efilings@pmcos.com lissa Miller (TR) CA71@ecfcbis.com, MillerTrustee@Sulmeyerlaw.com;C124@ecfcbis.com;ccaldwell@sulmeyerlaw.com ric A Mitnick MitnickLaw@aol.com, mitnicklaw@gmail.com cott H Olson solson@vedderprice.com, scott-olson- 161@ecf.pacerpro.com,ecfsfdocket@vedderprice.com,nortega@vedderprice.com eonard Pena lpena@penalaw.com, penasomaecf@gmail.com;penalr72746@notify.bestcase.com ichael J Quinn mquinn@vedderprice.com, ecfladocket@vedderprice.com,michael-quinn-2870@ecf.pacerpro.com avid M Reeder david@reederlaw.com, secretary@reederlaw.com onald N Richards ron@ronaldrichards.com, morani@ronaldrichards.com evin C Ronk Kevin@portilloronk.com, Attorneys@portilloronk.com illiam F Savino wsavino@woodsoviatt.com, lherald@woodsoviatt.com enneth John Shaffer johnshaffer@quinnemanuel.com ichard M Steingard , awong@steingardlaw.com hilip E Strok pstrok@swelawfirm.com, gcruz@swelawfirm.com;1garrett@swelawfirm.com;jchung@swelawfirm.com oris Treyzon jfinnerty@actslaw.com, sgonzales@actslaw.com United States Trustee (LA) ustpregion16.la.ecf@usdoj.gov ric D Winston ericwinston@quinnemanuel.com hristopher K.S. Wong christopher.wong@arentfox.com, yvonne.li@arentfox.com imothy J Yoo tjy@lnbyb.com

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