Opinion
No. 399-02649, Jointly Administered, Adv.Proc. No. 301-0961A
February 27, 2003
Paul G. Jennings, Esq., Beth A. Dunning, Esq., Bass, Berry Sims PLC, Nashville, TN, and Charles F. Smith, Esq., Frances P Kao, Esq., Skadden, Arps, Slate, Meagher Flom, Chicago, IL, Attorneys for Debtors
Paul W. Stewart, Esq., Chritine Scheinberg, Esq., GST Corporation, Memphis, TN, Attorneys for GST Corporation.
AGREED ORDER OF SETTLEMENT AND DISMISSAL
Upon the agreement of the parties that this adversary proceeding has been resolved and should be dismissed, the Court FINDS, ADJUDGES AND DECREES:
A. Prior to March 14, 2001, the Plaintiffs, Service Merchandise Company, Inc. ("Service Merchandise") and 31 of its affiliates (the "Affiliate Debtors"; collectively, with Service Merchandise, the "Plaintiffs"), initiated the above-captioned adversary Proceeding by filing their Complaint to Avoid Preferential Transfers and to Recover Amount of Such Transfers (the "Complaint") against the defendant, GST Corporation ("GST") and GST timely filed its Answer and Defenses to the Complaint.
B. The Debtors and GST have reached a settlement and agreed resolution (the "Settlement") of the subject matter of the Complaint and any and all factual and legal issues raised therein.
C. Pursuant to the Settlement, GST will pay the Debtors the principal amount of $12,904.
D. Pursuant to the Settlement and in consideration therefor, GST has agreed, as evidenced by the signature of GST below, and is hereby deemed to voluntarily waive any and all claims against the Debtors in these bankruptcy cases for (i) the amount paid by GST pursuant to this agreed order of dismissal (the "Agreed Order of Dismissal"); and (ii) all prepetition claims asserted in these bankruptcy cases.
E. GST has acknowledged, as evidenced by the signatures below and is hereby found to have waived any such claim having adequate opportunity to consult with counsel concerning GST's legal rights and the effect of this waiver.
F. In consideration of GST's payment of the principal amount of $12,904, and of GST's knowing and voluntary waiver of any and all claims against the Debtors in these bankruptcy cases for the amount paid by GST in consideration for the Agreed Order of Dismissal, the Debtors have agreed to dismiss the Complaint with prejudice, each party to bear its own costs.
NOW, THEREFORE, IT IS HEREBY ORDERED:
1. GST shall not have and is forever barred from asserting any claim against the Debtors for the amount paid by GST hereunder or on account of any claim prepetition.
2. The Complaint shall be and hereby is dismissed, with prejudice, each party bearing its own costs. Upon such dismissal, GST shall be and hereby is released from any and all claims and causes of action which may be asserted against it by Plaintiff.
3. The Court shall retain jurisdiction to hear any matters or disputes arising from or relating to the Agreed Order of Dismissal.