Court filings made by Berger Singerman show

30 Pages·2011·1.4 MB·English

Case 11-40603-RBR Doc 7 Filed 11/01/11 Page 1 of 30
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF FLORIDA
FORT LAUDERDALE DIVISION
www.flsb.uscourts.gov

IN RE: Chapter 11 Case

RUDEN McCLOSKY P.A.,1 Case No. 11-

Debtor.
___________________________________/

DEBTOR’S APPLICATION FOR APPROVAL, ON AN INTERIM AND FINAL BASIS,
OF EMPLOYMENT OF BERGER SINGERMAN, P.A. AS COUNSEL FOR DEBTOR
IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE

Ruden McClosky P.A. (the “Debtor”), pursuant to 11 U.S.C. § 327(a), Fed. R. Bankr. P.
2014(a) and 2016, and Local Rules 2014-1(A) and 2016-1(A), hereby files this Debtor’s
Application for Approval, on an Interim and Final Basis, of Employment of Berger Singerman,
P.A. as Counsel for Debtor in Possession Nunc Pro Tunc to the Petition Date (the
“Application”) seeking approval on an interim and final basis of the employment of the law firm
of Berger Singerman, P.A. (“Berger Singerman”), to represent the Debtor in Possession as
general counsel in this case, nunc pro tunc to the Petition Date (as defined below). In support of
the Application, the Debtor relies upon the Declaration of Joseph J. Luzinski in Support of the
Debtor’s Chapter 11 Petition and Request for First Day Relief (the “First Day Declaration”) and
the Declaration of Paul Steven Singerman, on Behalf of Berger Singerman, P.A. as Proposed
Counsel for Debtor-In-Possession (“Singerman Declaration”), and respectfully represents the
following:

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The address of the Debtor is 200 E. Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33301, and the
last four digits of the taxpayer identification number of the Debtor are 7357.

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I. Jurisdiction
1. This Court has jurisdiction over this case pursuant to 28 U.S.C. §§ 157 and 1334.
This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A). Venue is proper in this District
pursuant to 28 U.S.C. § 1408. The statutory predicate for the relief requested herein is 11
U.S.C. § 327(a).
II. Background
2. On the date hereof (the “Petition Date”), the Debtor filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code, 11 U.S.C. §§ 101-1532.
3. The Debtor is operating its business and managing its affairs as a debtor-in-
possession. 11 U.S.C. §§ 1107(a) and 1108.
4. For a detailed description of the Debtor and its operations, the Debtor respectfully
refers the Court and parties in interest to the First Day Declaration.
III. Relief Requested and Basis Therefor
5. The Debtor believes that it is in the best interests of its estate to retain Berger
Singerman as general counsel in this Chapter 11 case.
6. The Debtor believes that the attorneys of Berger Singerman are qualified to
practice in this Court and are qualified to advise the Debtor on its relations with, and
responsibilities to, the creditors and other interested parties.
7. The professional services that Berger Singerman will render include, but are not
limited to, the following:
(a) To give advice to the Debtor with respect to its powers and duties as
debtor-in-possession and the continued management of its business operations;
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(b) To advise the Debtor with respect to its responsibilities in complying with
the United States Trustee’s Operating Guidelines and Reporting Requirements and with the rules
of the Court;
(c) To prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the administration of this case;
(d) To protect the interests of the Debtor in all matters pending before the
Court; and
(e) To represent the Debtor in negotiations with its creditors and in the
preparation of a plan.
IV. Authority for Relief
8. The Bankruptcy Code allows a debtor, with the Court’s approval, to employ one
or more attorneys “that do not hold or represent an interest adverse to estate, and that are
disinterested persons.” 11 U.S.C. § 327(a).
9. To the best of the Debtor’s knowledge, except as disclosed in the Singerman
Declaration attached hereto as Exhibit “A,” neither Paul Steven Singerman (“Singerman”) nor
Berger Singerman has any connection with the creditors or other parties in interest or their
respective attorneys. As set forth in the Singerman Declaration, to the best knowledge of
Singerman, neither Singerman nor Berger Singerman represents any interest adverse to the
Debtor.
10. The Singerman Declaration, containing a verified statement as required under
Rule 2014 of the Federal Rules of Bankruptcy Procedure, is attached and demonstrates that
under these circumstances, Singerman and Berger Singerman are disinterested as required by
Section 327(a) of the Bankruptcy Code.
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Case 11-40603-RBR Doc 7 Filed 11/01/11 Page 5 of 30
I HEREBY CERTIFY that I am admitted to the Bar of the United States District Court
for the Southern District of Florida, and that I am in compliance with the additional
qualifications to practice before this Court as set forth in Local Rule 2090-1(A).
Dated: November 1, 2011 BERGER SINGERMAN, P.A.
Proposed Counsel for Debtor in Possession
200 S. Biscayne Boulevard, Suite 1000
Miami, FL 33131
Telephone: [phone]
Facsimile: [phone]
and
350 East Las Olas Boulevard, Suite 1000
Fort Lauderdale, FL 33301
Telephone: [phone]
Facsimile: [phone]

By: /s/ Paul Steven Singerman
Paul Steven Singerman
Florida Bar No. 378860
[email protected]
Leslie Gern Cloyd
Florida Bar No. 303305
[email protected]

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EXHIBIT “A”
(Singerman Declaration)

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UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF FLORIDA
FORT LAUDERDALE DIVISION
www.flsb.uscourts.gov

IN RE: Chapter 11 Case

RUDEN McCLOSKY P.A.,1 Case No. 11-

Debtor.
___________________________________/

DECLARATION OF PAUL STEVEN SINGERMAN ON BEHALF OF BERGER
SINGERMAN, P.A. AS PROPOSED COUNSEL FOR DEBTOR-IN-POSSESSION

1. I am Paul Steven Singerman. I am an attorney and shareholder of the law firm of
Berger Singerman, P.A. (“Berger Singerman”). Our firm maintains offices for the practice of law at
200 South Biscayne Boulevard, Suite 1000, Miami, Florida 33131; 350 E. Las Olas Boulevard,
Suite 1000, Fort Lauderdale, Florida 33301; 125 South Gadsden Street, Suite 300, Tallahassee,
Florida 32301 and 2650 North Military Trail, Suite 240, Boca Raton, Florida 33431. I am familiar
with the matters set forth herein and make this Declaration in support of the Debtor’s Application
for Approval, on an Interim and Final Basis, of Employment of Berger Singerman, P.A. as Counsel
for Debtor in Possession Nunc Pro Tunc to the Petition Date (the “Application”).
2. In support of the Application, I disclose the following:
(a) Unless otherwise stated, this Declaration is based upon facts of which I have
personal knowledge.
(b) In preparing this Declaration, I reviewed a list of all of the creditors of the
Debtor, and non-debtor parties to executory contracts and unexpired leases with the Debtor, as

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The address of the Debtor is 200 E. Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33301, and the last
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provided by the Debtor, as well as the results of a UCC search conducted by Berger Singerman in
respect of filings against the Debtor.2 I compared the information obtained thereby with the
information contained in our law firm’s client and adverse party conflict check index system. The
facts stated in this Declaration as to the relationship between other lawyers in our law firm and the
Debtor, the Debtor’s creditors, the United States Trustee, other persons employed by the Office of
the United States Trustee, and those persons and entities who are defined as disinterested persons in
Section 101(14) of the Bankruptcy Code are based on the results of my review of our firm’s conflict
check index system. Specifically, I have caused to be (i) conducted a computer search of our firm’s
records in respect of all of the names referred to in the first sentence of this paragraph 2(b) and (ii)
disseminated a written request for information to all of the attorneys in our firm regarding
connections to the Debtor and the creditors of the Debtor. Based upon such search, our firm does
not represent any entity in a matter which would constitute a conflict of interest or impair the
disinterestedness of Berger Singerman. Because Berger Singerman (formerly Berger Davis &
Singerman, P.A. and previously Berger & Davis, P.A.) has been in existence since 1985 and does not
maintain computerized records of all cases during those years, it is impossible to state with certainty
whether the firm has ever represented any existing creditor of the Debtor.
3. Berger Singerman’s client and adverse party conflicts check system is comprised of
records regularly maintained in the course of business of the firm and it is the regular practice of the

four digits of the taxpayer identification number of the Debtor are 7357.
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Since Ruden McClosky P.A. (formerly Ruden, McClosky, Smith, Schuster & Russell, P.A. and previously
Ruden, Barnett, McClosky, Smith, Schuster & Russell, P.A.) has been in existence since 1959, Berger
Singerman has not conducted a search of the names of current and former clients of Ruden McClosky P.A., as
that would be an unmanageable and burdensome task. Accordingly it is impossible to state with certainty
whether the Berger Singerman has ever represented or currently represents a former or existing client of the
Debtor.
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firm to make and maintain these records. It reflects entries that are noted in the system at the time
the information becomes known by persons whose regular duties include recording and maintaining
this information. I am one of the persons who is responsible for the supervision of the department
of our firm which keeps this system up-to-date, and I regularly use and rely upon the information
contained in the system in the performance of my duties with the law firm and in my practice of
law.
4. A search of our firm’s conflicts check system revealed the following matters, none of
which impairs my or our firm’s disinterestedness or constitutes any conflict of interest:
a) Ruden McClosky P.A. (“Ruden” or the “Debtor”), through several lawyers,
including Michael R. Bakst, Esq., represents Soneet R. Kapila in his capacity as Chapter 7 trustee of
the Trafford Distributing Center, Inc. bankruptcy case pending before the Honorable A. Jay Cristol
(Case No. 11-23492-AJC). Berger Singerman serves as special litigation counsel to Mr. Kapila in
connection with the Trafford Distributing Center, Inc. Chapter 7 case, principally regarding a
pending adversary proceeding (Adv. Pro. No. 11-1999-AJC), which began as a lawsuit filed in
Broward County, Florida Circuit Court (Case No. CACE 11009808), against Ruden attorneys
Michael R. Bakst (“Mr. Bakst”) and George S. Fender (“Mr. Fender”), but was subsequently
removed to the United States Bankruptcy Court for the Southern District of Florida (the “Removed
Adversary”). Ruden is not a named defendant in the Removed Adversary. Berger Singerman
represents Ruden, and named Defendants Mr. Bakst and Mr. Fender regarding the Removed
Adversary and, in connection therewith, entered into an engagement letter dated May 31, 2011 with
each of Ruden, Mr. Bakst and Mr. Fender. The engagement letter provides, in part, that Ruden is
responsible for fees and costs incurred by Berger Singerman. The Order dated June 8, 2011
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approving the retention of Berger Singerman as special counsel to Mr. Kapila provides, in part, that
the Court approved Ruden’s agreement to pay Berger Singerman any unpaid fees or reimbursable
expenses incurred by Berger Singerman in connection with its representation. As of the date of this
Declaration, Berger Singerman has received payment of $4,574.20 from Ruden. Berger Singerman
will not accept any further payment of fees or expenses from Ruden. Berger Singerman will not seek
or accept any fees or reimbursement of expenses from Mr. Bakst or Mr. Fender either. Instead,
Berger Singerman shall look only to the Trafford bankruptcy estate to be paid any outstanding fees or
costs, or fees or costs that will be incurred in the future. For the avoidance of doubt, Berger
Singerman waives the right to seek payment of outstanding fees or reimbursement of expenses, or
fees or costs that will be incurred in the future, from Ruden, or from Mr. Bakst or Mr. Fender, in
connection with the foregoing representations;
b) Michael R. Bakst is a shareholder of Ruden. Berger Singerman represents, as
special counsel, Michael R. Bakst, in his capacity as Chapter 7 Trustee of the estate of Ali M. Jaferi,
Case No. 08-23903-BKC-PGH (the “Jaferi Bankruptcy Estate”), which is pending in the United
States Bankruptcy Court for the Southern District of Florida, before the Honorable Chief Judge Paul
G. Hyman, Jr. Further, Berger Singerman represents Michael R. Bakst, in his capacity as Chapter 7
Trustee of the Jaferi Bankruptcy Estate, in the state court case captioned CB Loan Purchase
Associates, LLC v. AJ Petroleum II, LLC, Flovest, LLC, BPS R.E. Holdings, LLC, VMD Financial
Services, Inc., Robert Half International, Inc., David Hayes, Rosalee Rogovin and Unknown Tenant;
Case No. 502008 CA 37372XXXXMB AW, which is pending in the Circuit Court of the Fifteenth
Judicial Circuit, in and for Palm Beach County, Florida. In addition, Michael R. Bakst has appeared
in cases or proceedings in which Berger Singerman has appeared, including, but not limited to, cases
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