Opinion
CASE NUMBER 18-69019-LRC
07-23-2019
IN THE MATTER OF: MARVELAY, LLC, Debtor.
IT IS ORDERED as set forth below:
IN PROCEEDINGS UNDER CHAPTER 7 OF THE BANKRUPTCY CODE ORDER
On April 11, 2019, the Court held an evidentiary hearing on the Motion for Authority for Trustee to Consent to Entry of Judgment and Order for Permanent Injunction with Respect to State Court Proceedings under the Georgia Fair Business Practices Act (the "Motion for Authority") (Doc. 46) and the Motion for Approval of Agreement with the State of Georgia Regarding Modification of the Automatic Stay, Allowance of State Claims, Disbursements to Holders of Consumer Claims, and Other Matters Under Federal Rule Of Bankruptcy Procedure 4001(D)(1)(A)(III) and 11 U.S.C. § 105 (the "Motion for Approval," and collectively with the Motion for Authority, the "Motions") (Doc. 53), filed by Martha Miller, Chapter 7 Trustee ("Trustee").
Trustee seeks to settle a dispute with the State of Georgia (the "State") regarding certain prepetition actions taken by Marvelay, LLC ("Debtor"), which the State contends violated the Georgia Fair Business Practices Act (the "GFBPA"). An objection to the Motions was raised by Asta Quattrocchi ("Quattrocchi") and supported by Debtor. The Court has subject matter jurisdiction over this core proceeding. See 28 U.S.C. § 1334(b); § 157(a); § 157(b)(2)(A).
FACTUAL BACKGROUND AND PROCEDURAL HISTORY
On November 9, 2018 (the "Petition Date"), Debtor filed a voluntary petition under Chapter 7 of the Bankruptcy Code (the "Petition"). Shortly thereafter, the State filed a Motion for Clarification of the Applicability of the Automatic Stay or, in the Alternative, for Relief from the Automatic Stay (the "State's Motion for Relief"). (Doc. 7).
According to the State's Motion for Relief, Debtor's bankruptcy filing interrupted the State's action to enforce the GFBPA against Debtor and other individuals, including Erran Yearty, Quattrocchi, and Thomas Rickey Bray, Jr. (collectively, the "Defendants"), which was filed on July 17, 2018, and was pending in the Superior Court of Cobb County, Georgia (the "Action") on the Petition Date. According to the State's complaint filed in the Action, the Defendants controlled approximately 4,700 internet domain names through which Debtor offered goods and services to consumers using "false and misleading representations about its identity and the service it actually provides," Debtor mispresented and failed to inform consumers of material terms and conditions of their purchases, and failed to secure reservations for services to be provided by third party vendors and paid for by consumers. The State also alleged that Debtor's agents and employees posted false reviews on the internet to "bolster the false impression that Debtor's nonexistent businesses provide services to consumers at a specific geographical location," and that Debtor's conduct violated O.C.G.A. § 10-1-393(b), which prohibits the causing of actual confusion or actual misunderstanding as to the source, sponsorship, approval, or certification of goods or services; the advertising of goods or services with intent not to sell them as advertised; and representations that goods or services have sponsorships, approval, characteristics, uses, benefits, or quantities that they do not have.
See O.C.G.A. § 10-1-397(b) ("Whenever it may appear to the Attorney General that any person is using, has used, or is about to use any method, act, or practice declared by this part or by regulations made under Code Section 10-1-394 to be unlawful and that proceedings would be in the public interest, whether or not any person has actually been misled, . . . upon a showing by the Attorney General in any superior court of competent jurisdiction that a person has violated or is about to violate [the GFBPA], the court may enter or grant any or all of the following relief: . . . (B) A civil penalty of up to a maximum of $5,000.00 per violation of [the GFBPA]; . . . (D) Restitution to any person or persons adversely affected by a defendant's actions in violation of this part; . . . or (F) Other relief as the court deems just and equitable." O.C.G.A. § 10-1-397(b).
The State's Motion for Relief contended that a discovery dispute remained pending in the Action on the Petition Date. Attached to the State's Motion for Relief was a copy of an order entered on October 11, 2018, by Judge Childs in the Action (the "Action Order"). In the Action Order, Judge Childs sanctioned the Defendants for certain discovery conduct by ordering that Defendants allow and pay for a third-party vendor to conduct a forensic examination and data extraction of all of Defendants' computers and databases no later than November 12, 2018. The State further contended that Debtor failed to comply with the Action Order prior to filing the Petition and had engaged in additional spoliation of evidence relevant to the Action. See Exh. T-3. For these reasons, the State requested an order from this Court concluding that the bankruptcy case had not stayed the Action, or, alternatively, modifying the automatic stay to permit the Action to continue.
The parties stipulated to the authenticity of all exhibits. When the Trustee moved for admission of Trustee's Exhibits 1 through 7, 9, 10, and 13, Quattrocchi objected on the basis of hearsay, legal conclusion, cumulativeness, argumentativeness, lack of relevance, and the continuing witness rule. The Court has considered Exhibits T-2 (Amended Complaint), T-3 (Order for Sanctions), T-4 (Order on Contempt), T-5 (Second Order for Sanctions), and T-6 (Order Regarding Default) for the purpose of determining what factual allegations and legal claims the State has made and the status of the litigation. The exhibits are relevant for these purposes and are not cumulative, as the Trustee testified only that she considered the documents not as to their contents. Further, the documents are not hearsay. Exhibits T-3, T-4, and T-5 are orders that establish the status of litigation, United States v. Dupree, 706 F.3d 131, 137 (2d Cir. 2013) ("[T]he question whether a court's command imposes legal obligations on a party is outside the hearsay rule's concerns."), and the Court has considered the Complaint to determine which facts would be deemed admitted if the Trustee failed to settle, rather than for the truth of its allegations. As to the continuing witness rule, it is applied by Georgia trial courts to prevent otherwise admissible written evidence from being sent to the jury room out of concern that doing so will result in "undue emphasis" being "placed on written testimony." Clark v. State, 284 Ga. 354, 355, 667 S.E.2d 37, 39 (2008). The Court has found nothing in its research to suggest that this rule applies under the Federal Rules of Evidence. "A federal district court applies the Federal Rules of Evidence because these rules are considered procedural, regardless of the source of the law that governs the substantive decision." MCC-Marble Ceramic Ctr., Inc., v. Ceramica Nuova d'Agostino, S.p.A., 144 F.3d 1384, 1389 n.13 (11th Cir. 1998) (citing Farnsworth on Contracts § 7.2 at 196 & n.16 (citing cases)). Further, the continuing witness rule applies only to writings "when the evidentiary value of the writings depends on the credibility of the writer." Sagenich v. State, 255 Ga. App. 663, 556 S.E.2d 327 (2002); see also Ga. Handbook Criminal Evidence § 6:28 (noting that the rule generally applies to "answers to written interrogatories, written dying declarations and signed statements of guilt"). As noted above, the purpose for which the Court has considered the exhibits does not depend on the credibility of their writer. Rather, the Court is concerned with the legal effect of statements that were made in orders and pleadings in the Action, and the exhibits are, therefore, "independent and original evidence, in and of itself" of these statements. Sagenich, 255 Ga. App. at 665.
On December 14, 2018, the Court entered an order granting the State's Motion for Relief (Doc. 31), ordering that, pursuant to § 362(b)(4), the Petition did not stay the Action and, therefore, the State may continue with the Action "for all purposes that are necessary to complete discovery, pursue pre-trial motions, and otherwise bring the matter before the Superior Court or a jury for the purposes of obtaining injunction relief and an award of civil penalties and consumer restitution" and that the State "may enforce all judgments entered in the [Action], other than orders that require payment by the Debtor."
On December 17, 2018, the State Court granted the State's second motion for sanctions and struck the answer filed by Debtor in the Action and ordered that "upon entry of default, Plaintiff may file a motion for default judgment against [Debtor] . . . . seeking entry of an Order granting penalties, restitution, attorney's fees and costs, and other equitable relief as authorized under O.C.G.A. § 10-1-397." See Exh. T-5. On January 10, 2019, the State Court recognized Debtor's default and scheduled a trial on damages for February 11, 2019. See Exh. T-6.
On February 8, 2019, the Trustee filed the Motion for Authority, which sought "an Order granting the Trustee authority to consent to entry of [a] proposed Injunction Order and Consent Order on behalf of the Debtor and the Bankruptcy Estate" in the Action that would resolve the State's claim against Debtor and assist the Trustee in the administration of the case.
The Trustee and the State proposed an Injunction Order that would have been entered by the State Court against all of the Defendants. The Injunction Order would have made numerous findings of fact and conclusions of law regarding the Defendants' business activities in support of the relief granted in the Injunction Order—a permanent injunction against Defendants' engaging in certain conduct while advertising, marketing, promoting, and selling goods and services. The Injunction Order would have specifically stated that the Injunction Order "shall not have any preclusive effect on any rights of the Bankruptcy Estate to pursue any and all claims, including but not limited to, any fraudulent conveyance claims and alter ego claims against any third parties, including the other Defendants in this action" and that the "findings of facts and conclusions of law contained herein shall not be binding on the Debtor or Trustee in any other action and is not intended to prejudice or estop any claim that the Trustee, Debtor or the Bankruptcy Estate may pursue against any third party including the other Defendants."
The Trustee also sought authority to enter a Consent Order, which would have been entered by the State Court and would have provided for the entry of a judgment against Debtor for: (1) civil penalties in the total amount of $11,405,000; (2) restitution of $14,232,210; and (3) $362,790.00 for attorney fees and costs incurred for bringing the Complaint. The Consent Order would have provided for no relief against the Defendants other than Debtor.
On March 7, 2019, the Trustee filed the Motion for Approval, in which the Trustee sought approval of an agreement between the Trustee and the State with regard to the automatic stay. The Motion for Approval anticipated the execution of an agreement between the Trustee and the State (the "Agreement"), under which "the automatic stay . . . shall be modified to permit the [State] (i) to collect payment and enforce [a State Court judgment] against any third parties, including the non-debtor Defendants in the [Action], and (ii) to take any collection actions with respect to [a State Court judgment] against such parties"; "the automatic stay will not stay any action by the [State] to enforce and collect any judgments obtained by the [State] against the non-debtor Defendants regardless of whether collection involves the Bankruptcy Estate or property thereof"; and the Trustee would agree to allow the State a general unsecured claim" in the same amount provided for in the Consent Order, as opposed to the amount stated in the proof of claim filed previously by the State—$22,178,685,199.60. At the hearing, counsel for the Trustee explained that the stay relief provisions in the Agreement were intended to avoid issues as to whether the State, while pursuing its claims against non-debtor parties, might violate the automatic stay by pursuing alter ego claims and fraudulent transfer claims that belong to Debtor's bankruptcy estate.
The Agreement also provided that: (1) funds collected by the State from enforcing a judgment against Debtor and the non-debtor Defendants to the extent such collection involved Debtor's estate or property thereof, would constitute property of the bankruptcy estate and would be administered by the Trustee and used to pay allowed claims filed in this case; and (2) any distribution to which the State would be entitled from Debtor's bankruptcy estate would be used to create a consumer fund from which the Trustee would distribute funds to holders of allowed general unsecured consumer claims.
On March 29, 2019, Quattrocchi filed his opposition to the Motions (Doc. No. 61) (the "Objection"). In the Objection, Quattrocchi argued that the Court should not grant the Motions because: (1) the Injunction Order serves no purpose because this is a Chapter 7 case, in which Debtor is no longer operating and there is no risk that the Trustee will perform any of the acts to be enjoined; (2) the Motions "are plainly intended as a sub rosa attempt to prejudice the rights of non-Debtor parties in the [Action] and to manipulate this Court into implied 'approval' of the findings and conclusions in the Injunction Order; and (3) the Agreement would "delegate the Trustee's rights and duties to pursue any alter ego theory or fraudulent conveyance claims that the estate may have to the State."
Prior to the hearing on the Motions, the Trustee filed a supplemental hearing brief (Doc. No. 65), in which the Trustee amended the Motion for Authority to no longer seek authority for the Trustee to consent to the entry of the Injunction Order and to seek authority for the Trustee to consent to entry of a revised consent order (the "Revised Consent Order") instead of the Consent Order. The Trustee also amended the Motion for Approval to seek approval of a revised agreement with the State (the "Revised Agreement").
As amended, the Motions now seek permission for the Trustee to enter into the Revised Consent Order, which makes findings of fact and conclusions of law only with regard to Debtor and "specifically provides that the findings and conclusions therein shall not be binding on the other defendants in the State Court Action." The Motions, as amended, also seek approval of the Revised Agreement, which eliminates the provisions under which the automatic stay would have been lifted to "permit the State of Georgia to pursue claims against third parties." The Revised Agreement continues to allow the Trustee to redistribute funds that would be payable to the State to those injured consumers who have filed claims in this case and makes clear that the portion of the State's claim attributable to civil penalties ($11,405,000) will be subordinated and paid at the priority level prescribed by § 726(a)(4).
The Trustee asserts that the amendments made to the Motions have resolved all of Quattrocchi's objections. At the hearing, Quattrochhi continued to press his objections, insisting that the Trustee did not conduct a sufficient investigation into the State's claims and that the entry of the Revised Consent Order and the Revised Agreement would serve no purpose and would be unfairly prejudicial to the nondebtor Defendants.
During the hearing, the Trustee testified that, within two days of the filing of Debtor's case, she began her investigation by visiting Debtor's facility, which was primarily a large call center, and meeting with Debtor's principals. At the facility, the Trustee found no computer server. The general state of the premises was that it appeared to have been "cleaned out," with empty file cabinets and empty desk drawers. The only financial records available to the Trustee turned out to be vendor requests for payment. The Trustee and her accountant interviewed the two principals regarding Debtor's business and how the Debtor ended up in bankruptcy. In the premises, the Trustee found about forty computers and some copiers and attempted to retrieve data from these items.
The Trustee reviewed the pleadings filed in the Action, including the complaint and amended complaint, the State Court's order granting the State's motion for sanctions (Exh. T-3), the State Court's order on contempt (Exh. T-4), the State Court's order granting the State's second motion for sanctions (Exh. T-5), and the State's memorandum in support of default judgment (Exh. T-13). The Trustee testified as to her understanding of the relief sought by the State against the Debtor and the nondebtor Defendants as a challenge under the GFBPA to Debtor's practice of using a national internet marketing system that misrepresented facts to make it appear as if Debtor was the provider of purchased services, its failure to disclose that a third party provided the services and Debtor's accurate location and contact information, and its use of false endorsements. The Trustee further testified that, when the State contacted her about the filing of the State's Motion for Relief, she understood that the State was seeking the entry of an injunction, civil penalties, restitution, attorney's fees, and costs. In deciding how to proceed with the administration of the case, she considered the fact that Debtor's answer had been stricken and Debtor's main trial counsel had withdrawn from the case, leaving Debtor unrepresented in the Action. Such facts gave the Trustee concern regarding the liability that could accrue to Debtor's bankruptcy estate. The Trustee believed that she had no way to defend the claims and she based her belief upon her understanding that Debtor was in default, due to its answer having been stricken, that the State had moved for entry of default judgment, and, even if Debtor were not in default, the documents necessary to such a defense had been destroyed through spoliation. In negotiating the settlement with the State, the Trustee's goal was to limit the estate's exposure to liability.
The Trustee further considered the difference between the resources available to the Trustee and those available to the State for litigating the claims. She also met with the investigators working on the case for the State and reviewed the State's documents in support of its claims of $22 billion and considered the statutory basis upon which the State rested its claims. In arriving at a suitable figure for the settlement of the State's claim, the Trustee considered Trustee's Exhibit 13, which is a summary prepared by the State of the number alleged violations of the GFBPA by Debtor, multiplied by the statutory amount of $5,000 per violation, and looked at the number of customers—60,000—who had been affected by Debtor's conduct and the number of days that Debtor had operated its business using the allegedly violative practices. Based on her investigation, the Trustee concluded that the potential for liability was far greater than the amount of the settlement arrived at with the State. In further determining whether to agree to the amount of the State's claim, the Trustee reviewed Trustee's Exhibits 11 and 12, which are an itemized list of time spent by professionals working for the State.
This number was provided to the Trustee by Debtor's principals.
When deciding whether to enter the settlement, the Trustee was not aware of any other settlements that the State had offered to or entered with any of the nondebtor Defendants. She testified that, if the State had been willing to settle with other defendants on better terms, such information would have been a factor in making her decision. Nonetheless, the Trustee testified that learning of a potential settlement between the State and Defendant Thomas Ricky Bray, Jr. for a lesser amount with better terms would not have prevented her from entering the settlement with the State because, to her knowledge, Defendant Bray played a lesser role in Debtor's business and had limited financial resources.
Finally, when questioned as to the mechanics of the settlement and the distribution, the Trustee agreed that it may be necessary to extend the claims bar date to allow additional injured consumers to file proofs of claim and that the possibility existed that consumer claims could be paid twice.
CONCLUSIONS OF LAW
When deciding whether to approve a settlement, the bankruptcy court must consider:
(a) The probability of success in the litigation; (b) the difficulties, if any, to be encountered in the matter of collection; (c) the complexity of the litigation involved, and the expense, inconvenience and delay necessarily attending it; (d) the paramount interest of the creditors and a proper deference to their reasonable views in the premises.Wallis v. Justice Oaks II, Ltd. (In re Justice Oaks II, Ltd.), 898 F.2d 1544, 1549 (11th Cir. 1990) (quoting Martin v. Kane (In re A & C Prop.), 784 F.2d 1377, 1381 (9th Cir. 1986)). "Courts consider these factors to determine 'the fairness, reasonableness and adequacy of a proposed settlement agreement.'" Chira v. Saal (In re Chira), 567 F.3d 1307, 1312-13 (11th Cir. 2009) (quoting Martin v. Kane (In re A & C Prop.), 784 F.2d 1377, 1381 (9th Cir. 1986)). The Supreme Court has explained that:
[t]here can be no informed and independent judgment as to whether a proposed compromise is fair and equitable until the bankruptcy judge has apprised himself of all facts necessary for an intelligent and objective opinion of the probabilities of ultimate success should the claim be litigated. Further, the judge should form an educated estimate of the complexity, expense, and likely duration of such litigation, the possible difficulties of collecting on any judgment which might be obtained, and all other factors
relevant to a full and fair assessment of the wisdom of the proposed compromise.Protective Comm. for Indep. Stockholders of TMT Trailer Ferry v. Anderson, 390 U.S. 414, 424 (1968); see also In re Vazquez, 325 B.R. 30, 36 (Bankr. S.D. Fla. 2005) ("The court is neither to 'rubber stamp' the trustee's proposals nor to substitute its judgment for the trustee's, but rather to canvass the issues and determine whether the settlement falls below the lowest point in the range of reasonableness." (internal quotation marks and citation omitted)). That being said, the Court is "not required to hold a mini-trial on the issues involved in the case being compromised," but rather is obligated to canvass "the issues and see whether the settlement falls below the lowest point in the range of reasonableness." In re Dennett, 449 B.R. 139, 144-45 (Bankr. D. Utah 2011). "[S]ettlements are favored in bankruptcy," and "[a]ppellate courts have held that a bankruptcy court's approval of a compromise must be affirmed unless the court's determination is either (1) completely devoid of minimum evidentiary support displaying some hue of credibility, or (2) bears no rational relationship to the supportive evidentiary data." Id. at 144 (Bankr. D. Utah 2011).
Quattrochhi asserts that the Trustee has not demonstrated that the proposed settlement is in the best interest of the Estate. First, Quattrochhi submits that the settlement serves no purpose other than to give the State Court the false perception that this Court has independently determined the truth of the factual findings contained in the Revised Consent Order for purposes of obtaining some advantage against the nondebtor Defendants. Second, Quattrochhi takes issue with the fact that the settlement does not fully resolve the issues between Debtor and the State, as it would preserve the State's ability to seek an injunction against Debtor and to seek other relief that has not been granted previously. In essence, Quattrochhi questions why the entry of the Revised Consent Order or any further resolution of the State Court Action as it pertains to Debtor is even necessary, given the fact that the Trustee is agreeing to the amount of the allowed claim.
As to the probability of success in the litigation and the complexity, expense, inconvenience, and delay of the litigation factors, the Court has reviewed the Amended Complaint and concludes that, if the Trustee did not agree to entry of the consent judgment, the Action would likely be resolved by the State Court in the State's favor as to liability because Debtor is in default, the factual allegations in the Amended Complaint are deemed admitted, and such allegations appear to state a claim against Debtor for liability under the GFBPA. The Trustee would then have to decide whether to incur additional expenses in defending the trial on damages or take the risk that, based on the amount the State is asking the State Court to award, the damages awarded could greatly exceed the settlement amount. Having considered the allegations of the Amended Complaint, the number of customers Debtor has transacted business with, and the maximum statutory penalty allowable under O.C.G.A. § 10-1-397(b), the Court concludes that the probability of the Estate's limiting its exposure to damages in an amount below the settlement amount is quite low. Therefore, the low probability of success and the additional expense to be incurred in the process of defending the suit favors approval of the settlement.
As the Estate is the defendant in the Action, the difficulties of collection factor does not apply to this case. --------
Finally, as to the paramount interest of the creditors and a proper deference to their reasonable views, the Court concludes that this factor also favors approval of the settlement. Other than the State, no creditors with filed proofs of claim have weighed in on whether the settlement should be approved. The State, however, obviously supports the settlement and acts for the benefit of several of the creditors who have filed claims. The settlement would likely reduce the amount of the claim to be paid to the State, which would inure to the benefit of the nonconsumer creditors.
As to whether the settlement is overall fair and equitable and was negotiated at arm's length and in good faith, the State and the Trustee take the position that the Trustee's agreement to the findings of fact and conclusions of law is necessary to permit the entry of a judgment, while Quattrochi insists that the State Court would enter a consent judgment without findings of fact. Further, where the Trustee has agreed to an allowed claim in the bankruptcy case, Quattrochi argues that the State does not even need a judgment. According to Quattrochi, the State's insistence on the entry of a judgment with findings of fact supports the conclusion that the State is acting out of an improper motive and is merely trying to obtain a litigation advantage over the nondebtor Defendants. Quattrochi urges the Court to withhold its approval of the settlement because such is not an equitable and proper use of the bankruptcy system.
The Court believes that the State's desire to have a judgment entered against Debtor is reasonable under the circumstances. Even though the Trustee has agreed to the allowance of a claim in a certain amount, the State may be concerned that another party in interest may object to the claim and assert that the Trustee's agreement to allow the claim does not preclude a party in interest from objecting. The state of the law is unsettled with regard to whether a creditor has standing to object to another creditor's claim when the Trustee agrees to allow a claim. See 11 U.S.C. § 502(a); In re C.P. Hall Co., 513 B.R. 540, 544 (Bankr. N.D. Ill. 2014) ("The court's obligation to rule on a claim objection is mandatory, and the creditor's right to a ruling is also unqualified. Nothing in the Code subordinates that right to the trustee's duty to administer the estate, let alone his agreement with a creditor that the creditor's claim will be allowed."); In re Mechanicsburg Fitness, Inc., 592 B.R. 798, 808 (Bankr. M.D. Pa. 2018) ("The most natural reading of section 502(a), then, is that it confers an unfettered right upon chapter 7 creditors to object to the claims or interest of others."). It is not unreasonable or clear proof of an ulterior motive for the State to request the entry of a judgment, as opposed to having a claim "liquidated" only by the Trustee's agreement not to object to its proof of claim.
Further, the Court rejects the argument that the State Court will be misled by this Court's granting authority to the Trustee to enter the Revised Consent Order. The record of this case is clear that the Trustee has agreed to the findings of fact in order to permit the State Court to apply the applicable law to these matters and to enter a judgment to liquidate the State's claim against Debtor only. The Court has faith that the State Court will properly and fairly evaluate each case before it, notwithstanding the fact that this Court has deferred to the Trustee's business judgment that continuing to fight the entry of a judgment against a debtor whose answer has been stricken for discovery violations and is defunct without business or resources is a sensible approach.
For all of the above reasons, the Court is persuaded, and finds and concludes, that in proposing the compromise, the Trustee has acted in good faith, under an honest belief that the settlement is in the best interest of the estate, and that she has adequately informed herself of the material facts and the applicable law, consistent with the business judgment rule. The Trustee clearly considered the nature of the State's claims, the Estate's likely defenses, litigation costs, and the practical obstacles to defending the State's claims and reasonably concluded that further defense of the Action would have an overall negative effect on creditors of the Estate. Moreover, the record presented at the hearing, while not without its weaknesses, is sufficient for this Court to perform its independent duty to analyze the proposed settlement. "The big picture here convinces the Court that this settlement should be approved because it does not fall below the 'lowest point of reasonableness.'" U.S. ex rel. Rahman v. Oncology Assocs., P.C., 269 B.R. 139, 153 (D. Md. 2001), aff'd sub nom. U.S. ex rel. Rahman v. Colkitt, 61 F. App'x 860 (4th Cir. 2003) (quoting In re W.T. Grant Co., 699 F.2d 599, 608 (2d Cir. 1983)). Accordingly, the objections raised by Quattrochi and joined by Debtor will be overruled, and
IT IS HEREBY ORDERED that the Motion is GRANTED. Date: July 23, 2019
/s/ _________
Lisa Ritchey Craig
U.S. Bankruptcy Court Judge
END OF DOCUMENT
Distribution List
All parties on the attached Mailing Matrix
Label Matrix for local noticing
113E-1
Case 18-69019-lrc
Northern District of Georgia
Atlanta
Wed Jul 17 16:52:45 EDT 2019 AMERICAN HELICOPTERS INC
10503 Wakeman Dr,
Manassas, VA 20110-7811 Jonathan A Akins
Schreeder, Wheeler & Flint, LLP
Suite 800
1100 Peachtree Street NE
Atlanta, GA 30309-4516 Amazing Adventures/Del Mar
Del Mar, CA 92014 Anna Smelser
Unit C
5709 Vosler Ave.
JBER AK 99506-4528 Asta Quattrocchi
2460 Due West Circle NW
Kennesaw, GA 30152-3304 Beth Gonzalez
No. 104
8125 112th Street
Seminole Florida 33772-4664 CHARLOTTE HELICOPTERS
1110 Baron RD
Waxhaw, NC 28173-9322 Captain Telegram
719 Elmwood Ave
Columbia, SC 29201-2001 Charlotte Helicopters
1499 Airport Rd,
Monroe, NC 28110 A & A Balloon Rides LLC
15 Ermer Rd.
Salem, NH 03079-1271 ATD Flight Systems
10 NW Richards Road
Kansas City, MO 64116-4253 Allyson Sherwood
Apt. 304
310 Passaic Ave.
Harrison NJ 07029-2837 Amazing Adventures/Temecula
Temecula, CA 92592 Arkansas Air Sports
1 Airport Rd
Morrilton, AR 72110-9243 Bac Helicopters
5502 Route 104
Williamson, NY 14589-9625 Boise Hot Air Company
Garden City, ID 83714 Camorin, LLC
2601 Summers St.
Kennesaw, GA 30144-3547 Christopher M. Carr
40 Capitol Square, S.W.
Atlanta, GA 30334-9057 Cherokee Helicopters
264 Casino Trail,
Cherokee, NC 28719-9154 AERIAL PATROL
116 Rotor Way,
Sherwood, AR 72120-2797 Air Capital Dropzone Skydiving
7015 S 143rd East
Derby, KS 67037-9576 Amazing Adventures
PO Box 891951
Temecula, CA 92589-1951 American Freedom Hot Air Ballo
617 Briarwood Dr.
Elverson, PA 19520-8635 Asta Quattrocchi
2460 Due West Circle
Kennesaw, GA 30152-3304 Balloons Unlimited
20273 Unison Rd
Round Hill, VA 20141-1846 Bullseye Auction & Appraisal, LLC
Mr. Scott Schwartz
500 Pike Park Drive, Suite F
Lawrenceville, GA 30046-2416 Canton Air Sports
14008 Union Ave NE,
Alliance, OH 44601-9312 Cassy Pressley
Apt. 1820
13300 Atlantic Blvd.
Jacksonville FL 32225-6147 Christine Jeffries
4821 Sharon Drive
Evans GA 30809-6207 Christine Kabay
112 Grandvue Drive
Sarver, PA 16055-9568 Cleveland Skydiving Center
15199 Grove Rd
Garrettsville, OH 44231-9541 Damn Yankee Balloons: Lewiston
241 Weld St Lewiston / Auburn,
Lewiston, ME 04240 Delmarva Balloon Rides
100 North Main Street
Greensboro, MD 21639-1472 Epiq Global
Two Ravinia Drive
Suite 850
Atlanta, GA 30346-2126 Fair Winds, Inc.
PO Box 4253
Boulder, CO 80306-4253 Will B. Geer
Wiggam & Geer, LLC
Suite 1245
50 Hurt Plaza SE
Atlanta, GA 30303-2916 Georgia Department of Labor
148 Andew Young Int'l Blvd. NE
Atlanta, GA 30303-1751 Georgia Dept. of Labor
Suite 910
148 Andrew Young Inter. Blvd., NE
Atlanta GA 30303-1751 H1 Flight Inc.
2417 Regency Rd. Ste B
Lexington, KY 40503-2947 John A. Christy
Schreeder, Wheeler & Flint, LLP
1100 Peachtree Street
Suite 800
Atlanta, GA 30309-4516 Comcast
1575 Church St.
Decatur, GA 30033-6055 David Doidge and Lisa Doidge
a/k/a Lisa Doidge-William Cameron(Bill)
1716 Highland Dr. SW
Vero Beach FL 32962-6948 Gregory D. Ellis
Lamberth, Cifelli, Ellis & Nason, P.A.
Suite N313
1117 Perimeter Center West
Atlanta, GA 30338-5445 Erran Yearty
4825 Thicket Path
Acworth, GA 30102-7953 Falcon Exhibition Skydiving Te
Noah's Ark Airport
7620 NW River Rd
Kansas City, MO 64152 Gentle Breezes, LLC
3807 State Rd 19
Sun Prairie, WI 53590-9371 Georgia Department of Revenue
1800 Centrury Center Blvd
Suite 9100
Atlanta, GA 30345 Great Flight Balloons
2835 Silver Creek Dr
New Albany, IN 47150-1938 HELITEAM
235 Nilson Way,
Orlando, FL 32803-6488 Classic Helicopter Corp
2143 E Street Suite 2
Auburn, WA 98002-1612 Courtney Munn-Huesca
14639 Evergreen Drive
Burton, OH 44021-9649 Debra Castelot
PO Box 383
66 Summer Street
Peterborough, NH 03458-2455 Endless Mountain Skydivers
17 Runway Rd Tunkhannock
Tunkhannock, PA 18657-5802 Explore FreeFall
3477 S. 200 E. Franklin
Franklin, IN 46131 Felipe Velasco
6 Octavia Way
Safety Harbor FL 34695-5217 George W. Fitting
5522 Baum Blvd.
Apt. 210
Pittsburgh, PA 15232-5201 Georgia Dept. of Labor
Suite 826
148 Andrew Young Inter. Blvd., NE
Atlanta GA 30303-1751 Whitney W. Groff
Georgia Attorney General
40 Capitol Square, SW
Atlanta, GA 30334-9057 Heaven Bound Ascensions
66 North Villageview Rd
Tallmadge, OH 44278-2040 Helinet Aviation
16303 Waterman Dr.
Van Nuys, CA 91406-1222 Hot Air Expeditions
Deer Valley Airport 704 west D
704 West Dear Valley Rd
Phoenix, AZ 85027 ANNE S Infinger * (T)
40 Capitol Square, S.W.
Atlanta, GA 30334-9057 Jeff Prahl
7367 Hollywood Blvd
Apt 205
Los Angeles, CA 90046-2968 Jonelle Bein
a/k/a Christina (Tina) Bein
5627 S.E. Paramount Dr.
Stuart FL . 34997-8515 Jacquelyn L. Kneidel
Office of the Attorney General
Suite 356
2 Martin Luther King, Jr. Drive, SE
Atlanta, GA 30334-9077 Leah Diamond
c/o Ryan R. Hendley
Post Office Box 2863
Tuscaloosa, Alabama 35403-2863 MONARCH HELICOPTERS
220 Tune Airport Dr.
Nashville, TN 37209-1060 Marvelay, LLC.
2601 Summers St, Suite 300
Kennesaw, GA 30144-3548 Martha A. Miller
Martha A. Miller, P.C.
P. O. Box 5630
Atlanta, GA 31107-0630 High Sky Adventures
60298 Highway 50
Penrose, CO 81240-9513 ISLAND EXPRESS
1175 Queens Hwy
Long Beach, CA 90802-6332 Internal Revenue Service
PO Box 7346
Philadelphia, PA 19101-7346 John Quella
1611 Delaware St.
Oshkosh WI 54902-6724 Julie Lynn Howe
1309 Monter Avenue
Louisville OH 44641-2033 Lake Wales Skydiving
440 South Airport Rd
Lake Wales, FL 33859-8170 Lone Star Parachute Center
2953 N Magnolia Ave
Luling, TX 78648-4565 Maria Tu
95 Heights Lane
Apt 35
Trevose, PA 19053-7665 Miami Fly
14150 SW 129th ST.
Miami, FL 33186-5310 Martha A. Miller
Martha Miller Law, LLC
P. O. Box 5630
Atlanta, GA 31107-0630 High Tide Helicopters
4345 Airport Rd SE,
Southport, NC 28461 In Flight Ballon Adventures
Spain Inn 2
1045 State Hwy 173
Asbury, NJ 08802-1175 Jacquelyn L Kneidel
2 Martin Luther King, Jr. Dr.
Suite 356 East Tower
Atlanta, GA 30334 Jonathon Tamm
4006 Woodland Avenue
Royal Oak, MI 48073-1843 Just Say Skydive Inc.
d/b/a School Of Human Flight
c/o Cindy Pirkkala, President
2136 Faulk Dr.
Tallahassee FL 32303-7312 Lamberth Cifelli Stokes Ellis & Nason, P.A.
Suite W212
1117 Perimeter Center West
Atlanta, GA 30338-5456 M. Dru Levasseur
1450 La France Street, NE
Apt 542
Atlanta, GA 30307-2943 Marisol Angelica Vazquez
2255 Arkansas Ln Apt# 1213
Grand Prairie, TX 75052-7425 Michigan Balloon Adventures
26 South Diamond Road
Mason, MI 48854-9635 Napa Valley Drifters
3385 Solano Ave
Napa, CA 94558-3203 New Flyers Association
2160 West Case Road
Columbus, OH 43235-2539 Old World Balloonery
12600 W 142nd St.
Overland Park, KS 66221-8072 Paula J. Richard
413 West Easy St.
Destrehan LA 70047-4125 Randall W. Williams
Kristie G. Fletcher
No. C
150 13 Ave. North
Jacksonville Beach FL 32250-7369 William A. Rountree
Rountree Leitman & Klein, LLC
Century Plaza I
2987 Clairmont Road
Suite 175
Atlanta, GA 30329-4406 Seattle Ballooning
16247 8th Ave SW
Seattle, WA 98166-2913 Sinton Helicopters
4720 Wing Way #118
Paso Robles, CA 93446-8518 Skydive Alabama
228 Co Rd 1360
Vinemont, AL 35179-6023 Skydive Georgia
493 Airport Rd.
Cedartown, GA 30125-5049 Skydive Indianapolis
3009 State Road 28
Fortville, IN 46040-1000 No Limits Skydiving: West Poin
1001 Airport Rd
Mattaponi, VA 23110 P&L Air
4701 E Saile Dr.
Batavia, NY 14020-1088 Phoenix Flight Academy
3867 N. Aviation Way
Greenfield IN 46140-9640 Republic Helicopters
8315 FM 2004
Santa Fe, TX 77510-8451 Royal Gorge Skydive
Fremont County Airport
60298 Highway 50,
Penrose, CO 81240-9513 Shruti Shenbagam
Apt. 203
5090 N Primitovo Way
Fresno CA 93710-8237 Sky Adventures
4191 Locust Valley Ln
Oxford, MI 48370-1401 Skydive Cross Keys
300 Dahlia Ave
Williamstown, NJ 08094-3470 Skydive Grand Haven
16448 Comstock St.
Grand Haven, MI 49417-9423 Skydive Mesquite
1200 Kittyhawk Drive
Mesquite, NV 89027-3212 Office of the United States Trustee
362 Richard Russell Building
75 Ted Turner Drive, SW
Atlanta, GA 30303-3315 Patricia D. Ireland
88 Pierce St.
Westover WV 26501-4459 Piedmont Skydiving
799 Red Acres Rd
Salisbury, NC 28147 Robin Lynn McKay
218 Whetherbine Way West
Tallahassee FL 32301-8517 Scott Jasinkowski
7023 Twin Lakes Rd
Perrysburg, OH 43551-6103 Silverhawk Aviation
4505 Aviation Way
Caldwell, ID 83605-8143 Sky Down Skydiving, LLC
5111 Aviation Way
Caldwell, ID 83605-1500 Skydive Eagle Creek
29338 SE Heiple Rd
Eagle Creek, OR 97022 Skydive Hollister
Hollister, CA 95023 Skydive Mesquite, LLC
1737 TALON AVENUE
HENDERSON, NV 89074-0951 Skydive Midwest
13851 56th Rd, Sturtevant
Sturtevant, WI 53177-2139 Skydive Pennsylvania
496 old Ash Road
Mercer, PA 16137-4044 Skydive Temple
15771 South I-35
Salado, TX 76571 Skydive Three Forks
Hanger #20
1680 Airport Rd
Three Forks, MT 59752-9085 Skydive West Texas
Seagraves Airport
Seagraves, TX 79359 South Carolina Skydiving
11920 Gapeway Rd.
Andresws, SC 29510-6546 State of Georgia
Georgia Department of Law
Jacquelyn L. Kneidel
2 Martin Luther King, Jr. Drive
Suite 356, East Tower
Atlanta, GA 30334 Stonebridge Accounting & Forensics LLC
Spence Shumway
Stonebridge Accounting & Forensics, LLC
P.O. Box 1290
Grayson, GA 30017-0025 Taking off Hot Air Balloon Com
Foley, AL 36535 The Sandifer Law Firm, LLC
2987 Clairmont Road
Suite 350
Atlanta, GA 30329-4435 Skydive Oregon
12150 S Hwy
211 Molalla
Molalla, OR 97038 Skydive Philadelphia
1300 Schoolhouse Rd
Perkasie, PA 18944-2110 Skydive Tennessee
807 william Northern Blvd
Tullahoma, TN 37388-4734 Skydive Warren County
4925 N. State Route 42
South Point, OH 45680 Snohomish Balloon Ride
9900 Airport Way
Snohomish, WA 98296-8273 Southern Minnesota Skydiving
35493 110th St.
Waseca, MN 56093-4520 State of Georgia
ex rel. Christopher M. Carr
Georgia Department of Law
Whitney Groff,
40 Capitol Square, SW
Atlanta, GA 30334-9057 Sunrise Balloons Miami
18300 SW 137th Ave
Miami, FL 33177-6482 Texas Aviation Academy
1642 Entrance Drive
New Braunfels, TX 78130-2741 Thomas Palmer
a/k/a David and Katie Palmer
358 W. Whitetail Court
Kuna ID 83634-3199 Skydive Palm Beach
Palm Beach County Glades
Pahokee, FL 33476 Skydive Taft
500 Airport Road Taft
Taft, CA 93268-3017 Skydive The Rock
4046 WI 67 Hangar 2
Beloit, WI 53511 Skydive West Coast
200 S. Hathaway Street
Banning, CA 92220-5900 South Bay Aviation
3481 Airport Dr
Torrance, CA 90505-6180 Stanley Obrecht
56 Lou Juan Dr.
Glen Carbon IL 62034-1921 State of Georgia, co JKneidel
Consumer Protection, 2 Martin
Luther King, Jr. Dr. Ste 356
Atlanta, GA 30315-2735 Susan Thosley
10395 Wellington Rd.
Streetsboro OH 44241-5156 The Heli Team
4040 E Concord St
Orlando, FL 32803-5220 Tiffany Kay
339 Snow Ave.
Browns Mills NJ 08015-1731 Tinita Murray
1107 WillowBrook Dr.
Fishers IN 46038-2051 Robert Trauner
P. O. Box 421025
Atlanta, GA 30342-8025 WESTERN PARACHUTE SALES
29388 SE Heiple Rd
Eagle Creek, OR 97022-9664 World Skydiving Center
Herlong Recreational Airport
9300 Normandy Blvd #400
Jacksonville, FL 32221-5522 Total Flight Solutions
450 Airport Rd St 200
Louisburg, NC 27549-6806 Trudy Rothrock
697 Red Arrow Tr
Palm Desert, CA 92211-7427 Wardell Bradford
3630 Maywood Avenue
Fort Wayne IN 46806-4572 ZEPHYR HELICOPTER COMPANY
3499 Airport Circle
Steamboat Springs, CO 80487 Tranquility Balloon Rides
2330 Willow Oak Dr
Wesley Chapel, FL 33544-5604 United States Attorney
Northern District of Georgia
75 Ted Turner Drive SW, Suite 600
Atlanta GA 30303-3309 Western New york Skydivers
4907 Pine Hill
Albion, NY 14411
The following recipients may be/have been bypassed for notice due to an undeliverable (u) or duplicate (d) address. (d)Amazing Adventures, Inc.
PO Box 891951
Temecula, CA 92589-1951 (u)Nashville Flight Training
801 Hanger Lane (u)Camorin, LLC (u)Asta Quattrocchi (d)Martha A. Miller
Martha Miller Law, LLC
P. O. Box 5630
Atlanta, GA 31107-0630 End of Label Matrix
Mailable recipients 160
Bypassed recipients 5
Total 165