The Florida Bar v. Scott W. Rothstein, 2010-50,656(09B)

11 02 2009 12: 34 F.U 9545278663 ROTHSTEI\ ROSE\FELDT ii!)OOl 002

FACSIMILE COVER SHEET

Rotrstem Rosenfeldt Adler At~o,.I"Jevs at .:.~.,"v

TO: Adria E. Quintela, Esq.

FAX NUMBER: 954-835-0133

FROM: Stuart A. Rosenfeldt, Esq.

DATE: November 2. 2009

RE: Scott W. Rothstein

MESSAGE: Please see the attached letter.

# OF PAGES _2 __ (including cover sheet)

IF YOU DO NOT RECEIVE THE DESIGNATED NUMBER OF PAGES. OR IF YOU EXPERIEI\IC::: ANY PROBLEM WITH THE TRANSMISSION OF THIS DOCUMENT, PLEASE CALL OUR ~AX OPERATOR AT (954) 522-3456.

THIS MESSAGE IS INTENDED ONLY FOR THE USE OF THE INDIVIDUAL OR ENnTY TO WHICH IT IS ADDRESSED AND MAY CONTAIN INFORMAnON THAT IS PRIVILEGED, CONFIDENnAL AND EXEMPT FROM DISCLOSURE UNDER Al"f'UCAILE LAW. IF THE READER OF THIS MESSAGE IS NOT THE INTENDED RECIPIENT, OR THE EMPlOYEE OR AGENT RESPONSIBLE FOR DEUVERING THE MESSAGE TO THE INT!NDED RECIPIENT. YOU ARE HEREBY NOnFIED THAT ANY DISSEMINAnoN, DISTRIBUnON OR COPYING OF THIS COMMUNICAnoN IS STRICTlY PROHIBITED. IF YOU HAVE RECBVED ntiS COMMUNICATION IN ERROR, PLEASE NOnFY US IMMEDIATELY BY TELEPHONE AND RETURN TME ORIGINAL MESUGE TO US AT TME ABOVE ADDRESS VIA THE U.S. POSTAL SERVICE. THANK YOU.

Reply To Las 0185 Cny Centre· 401 East Las Olas B~HJiE'\Ian::l • Surte i650 • Fort LaudP~ale Flonca 3330' Te+ep"'l,:,'1e 19541 522-3456 • =oli. 954•52--aEr:

BOCA RATON • FORT LAUDERDALE· MIAMI • NEW YORK CITY • TALLAHASSEE • WASHINGTON D C • VI/EST PA.LM BEAC:J-1

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11102·2009 tO\ 13:24 [Tl Rl \0 65691

11 02'2009 12:34 ~\X 9545278663

Rothstein Rosenfeldt Adler Attorners at L:;w

VJa Facsimile Adria E. Quintela Lake Shore Plaza ll 1300 Concord Terrace Suite 130 Sunrise, A_ 33323 Fax: 9~5-0133

Re: Scott W. Rothstein

Dear Ms. Quintela:

ROTHSTEI~ ROSE~FELDT

November 2, 2009

'4)002 002

Stu art J>. Rosenfel dt President OHe~t Dtoj 954 315 720. srosen•~·d'~'§'rro· o"" ccm

Confirming our conversation of a few minutes ago, I am writing to inform the Florida Bar that I believe my Partner, Scott W. Rothstein, has removed funds from investor trust accounts in violation of Bar Rules and from IOTA accounts as well. I am making this self report to comply with my obligations as a member of the Aorida Bar. I am requesting immediate assistance from the Bar and guidance on how to proceed.

Your immediate attention to this would be greatly appreciated.

Under penalty of perjury I declare the foregoing facts are true correct and complete.

Sincerely,

SAR:agc

Repty Tc Las Olas Crt'l Centre· 4()• East Las Oias Bcule•rard • Sulle ~550 ·Fort La~.o~derdale Flo'lda 3:3:301 Tale:mo,e 954, 522. 3450 ·Fax .954•:-2· -see: BOCA RATO~ ·FORT LAUDERDALE • MIAMI • NEW YORK CITY· TA-LAHASSEE ·WASHINGTON DC ·WEST PALM 3EACr--

11102;2009 10~ 13:2~ [TX RI ~0 6569]

JOHN F. HARKNESS, JR. EXECUTIVE DlRECJ'OR

November 2, 2009

THE FLORIDA BAR LAKE SHORE PLAZA II, SUITE 130

1300 CONCORD TERRACE SUNRISE, FL 33323

PERSONAL/FOR ADDRESSEE ONLY

Stuart A. Rosenfeldt, Esq. Rothstein Rosenfeldt Adler 401 East Las Olas Boulevard, Suite 1650 Fort Lauderdale, FL 33301

In Re: Scott W. Rothstein

Dear Mr. Rosenfeldt:

954/835-0233 WWW.FLORJDABAR.OltG

I tried to fax you, but your fax was apparently not available. I am, therefore, mailing you this Jetter as well as sending you an e-mail version.

I am in receipt of your Jetter regarding Scott W. Rothstein. Please Jet me know if you would like a bar auditor, investigator, or bar attorney in your office for assistance in this matter or to review the books to determine the amounts of missing funds.

I also need to receive from you a sworn affidavit detailing specifically the accounts you found money missing from, the amounts, and any other information that will aid the bar in investigating this matter.

Please call me should you have any questions or concerns.

Sincerely,

Adria E. Quintela Chief Branch Discipline Counsel

AEQ/es

IN THE SUPREME COURT OF FLORIDA

THE FLORIDA BAR,

Complainant,

v.

Case No. -----.,.------,--,[TFB Case No. 2010-50,656(09B);

SCOTT WALTER ROTHSTEIN,

Respondent.

--------------------~/ THE FLORIDA BAR'S PETITION FOR APPROVAL

OF DISBARMENT ON CONSENT

THE FLORIDA BAR, Complainant, pursuant to Rules 3-5.10) and 3-7.9(a),

Rules of Discipline, hereby files this Petition for Approval of Disbarment on

Consent and states as follows:

I. Scott Walter Rothstein has tendered to The Florida Bar a Disbarment

on Consent pursuant to Rules 3-5.10) and 3-7.9(a), Rules of Discipline.

2. Respondent's Disbarment on Consent is attached to the instant petition

for filing.

3. Respondent's Disbarment on Consent was reviewed and approved by

the Board of Governors.

4. Based upon the aforementioned review and pursuant to Rule 3-7.9(a),

Rules of Discipline, Bar Counsel is authorized to recomme-t1ldJ~f

NOV 25 2009

'"'JJi\h"'~ "'Y!'LIW~~ t1

respondent's Disbarment on Consent and the imposition of the following

disciplinary measures:

A. Immediate and permanent disbarment.

5. An itemization of the costs of this proceeding, to date, is as follows:

Administrative fee Rule 3-7.6(q)(l)(I) .................... $ 1,250.00

TOTAL: $1,250.00

6. Taxation of costs of this disciplinary proceeding should be assessed

against respondent, with execution to issue plus interest at the prevailing statutory

rate to accme on all costs not paid within thirty (30) days of entry of the Supreme

Court's final order, unless the time for payment is extended by the Board of

Governors.

WHEREFORE, The Florida Bar, Complainant, respectfully petitions this

Court to approve respondent's Disbarment on Consent.

Respectfully submitted,

(}! KENNETH H. P. BRYK .....:::::=- Bar Counsel

The Florida Bar 1200 Edgewater Drive Orlando, Florida, 32804-6314 ( 407) 425-5424 Attorney No. 164186

2

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that the original of the foregoing Petition for Approval ofDisbannent on Consent was mailed to the Honorable Thomas D. Hall, Clerk, Supreme Court of Florida, 500 South Duval Street, Tallahassee, Florida 32399; a true and correct copy was mailed to Marc S. Nurik, Counsel for Respondent, One East Broward Boulevard, Fort Lauderdale, Florida 33301-1806; and to Kenneth Lawrence Marvin, Staff Counsel, The Florida Bar, 651 East Jefferson Street, Tallahassee, Florida 32399-2300, this J11h day of November, 2009.

~ Kenneth H. P. Bryk ~ Bar Counsel

3

• In re: ORDER OF DISBARMENT OF ATTORNEY SCOTT WALTER ROTHSTEIN FLORIDA BAR #765880

------------------------~'

• UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA

ADMINISTRATIVE ORDER 2010-6

FILED by D.C.

FEB I 9 2010 STEVEN M. LARIMORE ~RK U.S. DIST. CT.

The Supreme Court of Florida has permanently disbarred the above-named attorney from

practicing law in Florida, effective immediately, following an order dated November 25, 2009. On

or about December 28, 2009, Mr. Rothstein was served by mail at his court record address with an

Order to Show Cause why this Court should not impose the same discipline, accompanied by the

Supreme Court of Florida's Order of Disbarment. Mr. Rothstein's counsel has filed a Response to

Order to Show Cause indicating that "Scott Walter Rothstein does not oppose the imposition of

discipline by this Court identical to that entered by the Supreme Court of Florida." In light of that

background, and pursuant to the Rules Governing Attorney Discipline, United States District Court,

Southern District of Florida:

IT IS ORDERED that said attorney be disbarred from practice in this Court, effective

immediately.

IT IS FURTHER ORDERED that the Clerk of Court shall strike Scott Walter Rothstein from

the roll of attorneys for the United States District Court for the Southern District of Florida. The

Clerk shall also immediately revoke Mr. Rothstein's CM/ECF password.

IT IS FURTHER ORDERED by this Court that said attorney advise the Clerk of the Court

of all pending cases before this Court in which he is counsel or co-counsel of record.

• • IT IS FURTHER ORDERED by this Court that the Clerk of Court mail Scott Walter

Rothstein and his counsel a copy of this Order of Disbarment.

DONE AND ORDERED in Chambers at Miami, Miami-Dade County, Florida, this I <).A---day of February, 2010.

c: Honorable Joel F. Dubina, Chief Judge, Eleventh Circuit All Miami Eleventh Circuit Court of Appeals Judges All Southern District Judges All Southern District Magistrate Judges United States Attorney Circuit Executive Federal Public Defender Clerk of Court Clerk of Court, II lh Circuit National Lawyer Regulatory Data Bank Florida Bar Attorney Admissions Clerk Library Scott Walter Rothstein, c/o Marc S. Nurick, Esq., One East Broward Boulevard, Suite 700, Ft. Lauderdale, FL 33301

Mr. Marc S. Nurik 1 E Broward Boulevard Suite 700

• THE FLORIDA BAR

651 EAsT JEFFERSON STREET TALLAHASSEE, FL 32399-2300

March 9, 2010

Fort Lauderdale, FL 33301-1876

Re: The Florida Bar v. Scott Walter Rothstein TFB File No. 2010-50,656(9B)

Dear Mr. Nurik:

• 850/561-5600

WWW.FLABAR.ORG

The Supreme Court entered a judgment for costs against your client in the above-referenced matter. Attached is a copy of the order which has now been recorded with the Clerk of Court.

We are closing your client's file with this office and noting non-payment of disciplinary costs.

Your client has failed to submit an affidavit in compliance with rule 3-5.1 (g), Rules Regulating The Florida Bar. Failure to comply with the court order in this case will bear on any petition for readmission that your client may pursue and we urge him to correct this deficiency.

Please do not hesitate to contact me at (850) 561-3186 should you have any further questions.

Sincerely,

i!!Mo- c..ho4~ Lisa Chason, Legal Secretary Lawyer Regulation Headquarters

cc: Mr. Kenneth H. P. Bryk, Bar Counsel, Orlando Branch Office

PUBUC PECORD

• • CFN# 109136829

.C... . ftf t f ~[ '), OR BK 46860 Pages 272. 272 e:vuprtmt ~our o .JJ ortua ~~~E6'o~~h~?:i~N DEPUTY CLERK 3405 #1, 1 Pages

WEDNESDAY, NOVEMBER 25, 2009

CASE NO.: SC09-2146 Lower Tribunal No(s).: 20 I 0-50,656(09B)

THE FLORIDA BAR vs. SCOTT WALTER ROTHSTEIN

Complainant( s) Respondent(s)

The Disbarment on Consent is approved and respondent is permanently disbarred. Pursuant to the Disbarment on Consent respondent has already ceased practicing law, therefore the permanent disbarment is effective immediately.

Respondent is further directed to comply with all other terms and conditions set forth in the Disbarment on Consent.

Judgment is entered for The Florida Bar, 651 East Jefferson Street, Tallahassee, Florida 32399-2300, for recovery of costs from Scott Walter Rothstein in the amount of $1 ,250.00, for which sum let execution issue.

Not final until time expires to file motion for rehearing, and if filed, determined. The filing of a motion for rehearing shall not alter the effective date of this permanent disbarment.

A True Copy Test:

~·D;:lf, @I Clerk Supreme Com1:

CIC

Served:

KENNETH LAWRENCE MARVIN KENNETH H.P. BRYK MARC S. NURIK

ENTEREDJhL~ PUBLIC RECORD

JoHN F.liARKNESs, JR. EXECUTIVE DIREcroR

County Records Division RECORDING SECTION P.O. Box 14668

•

Fort Lauderdale, FL 33302

Re: Recording Documents

Dear Clerk's Office:

THE FLORIDA BAR 651 EAST JEFFERSON STREET

TALLAHASSEE, FL 32399-2300

February 1, 2010

• 850/561-5600

WWW.FLABAR.ORG

Enclosed is an original order from the Supreme Court of Florida to be recorded in the court. Also, enclosed is a check in the amount of $10.00 for filing fees. Please record the attached document and return it in the enclosed self-addressed, stamped envelope.

Name Scott Walter Rothstein

TFB FileNo. 2010-50,656 (9B)

Fee $10.00

~ Judgment

Please note, the electronic seal is the original seal of the Supreme Court as explained in the letter from Thomas D. Hall, dated February 1, 2001.

Thank you for your assistance in this matter. If you have any questions regarding the enclosed information, please contact me at (850) 561-5774.

Sincerely,

~c.ha4 ..... Lisa Chason, Legal Secretary Lawyer Regulation Headquarters

Enclosure

PUBLiC RECORD

• • ~upreme (!Court of jflortba WEDNESDAY, NOVEMBER 25, 2009

CASE NO.: SC09-2146 Lower Tribunal No(s).: 2010-50,656(09B)

THE FLORIDA BAR vs. SCOTT WALTER ROTHSTEIN

Complainai1t(s) Respondent(s)

The Disbarment on Consent is approved and respondent is permanently disbarred. Pursuant to the Disbarment on Consent respondent has already ceased practicing law, therefore the permanent disbarment is effective immediately.

Respondent is further directed to comply with all other terms and conditions set forth in the Disbarment on Consent.

Judgment is entered for The Florida Bar, 651 East Jefferson Street, Tallahassee, Florida 32399-2300, for recovery of costs from Scott Walter Rothstein in the amount of $1 ,250.00, for which sum let execution issue.

Not final until time expires to file motion for rehearing, and if filed, determined. The filing of a motion for rehearing shall not alter the effective date of this permanent disbarment.

A True Copy Test:

~·~£)Jill wmas D. Hall

Clerk Supreme CoUJt

CIC

Served:

KENNETH LAWRENCE MARVIN KENNETH H.P. BRYK MARC S. NURIK

JOHN F. HARKNESS, JR. EXECUTIVE DIRECTOR

Mr. Marc S. Nurik

• THE FLORIDA BAR

651 EAST JEFFERSON STREET TALLAHASSEE, FL 32399-2300

December 28, 2009

One East Broward Boulevard, Suite 700 Fort Lauderdale, FL 33301-1876

• 850/561-5600

WWW,FLORIDABAR.ORG

Re: The Florida Bar v. Scott Walter Rothstein; TFB File No. 2010-50,656(9B)

Dear Mr. Nurik:

Your December 21,2009, letter concerning Mr. Rothstein was referred to me. Please understand that the letter you received from Ms. Chason is mostly a form letter and does not take into account the unique circumstances affecting your client.

As to the $1,250.00 costs, we do not currently institute any collection activities in reference to costs that are owed to us by disciplined lawyers, however we routinely record judgments in the county in which the former attorney is domiciled.

As to compliance with rule 3-S.l(g) your point is well taken, nonetheless I cannot waive a Supreme Court rule. If your client does not have the ability to comply with rule 3-S.l(g), then he will not be held accountable for non compliance.

I also understand that your client does not have access to any of the documents relating to the trust accounts of RRA, and therefore is not able to comply with any audits. If the need arises for The Florida Bar to contact your client, we will do so through you so it is not necessary for him to keep an updated address with us.

I hope that this letter answers you questions, but if it does not or if any more arise, please feel free to communicate directly with me.

Sincerely,

\G~~ I

Kenneth Lawrence Marvin, Director Lawyer Regulation

/aas

cc: Mr. Kenneth H. P. Bryk, Bar Counsel, Orlando Branch Office

pJI~I It: pt"'t\01\ ' --

• • LAW OFFICES OF MARC S. NURIK One East Broward Boulevard, Sutte 700 I Fort Lauderdale, FL 33301 I TeL 954-745-5849 I Fax: 954-745-3556 I [email protected]

Lisa Chason, Legal Secretary Lawyer Regulation The Florida Bar 651 East Jefferson Street Tallahassee, FL 32399-2300

December 21, 2009

Re: Scott Walter Rothstein TFB File No. 2010-50,656(9B)

Dear Ms. Chason:

As counsel for Scott Walter Rothstein, I am responding to your letter dated December 1, 2009 requesting that Mr. Rothstein submit certain information and take certain steps pursuant to his disbarment effective November 25, 2009.

As you may know, Mr. Rothstein has been charged with certain federal offenses and is presently pre-trial detained at the Federal Detention Center in Miami. In addition, on or about November 16, 2009, Mr. Rothstein entered into a Consent to Forfeiture Agreement with the Government turning over his ri~ht, title, and interest to all of his assets and is presently without funds to pay any fines.

Furthermore, all of the matters which have formed the basis for Mr. Rothstein's disbarment have been the subject of an extensive investigation by the United States Attorney's Office for the Southern District of Florida as well as by numerous Federal Agencies including the Federal Bureau of Investigation and the Internal Revenue Service. In addition, concurrently, a Trustee was appointed in the Chapter 11 Bankruptcy of Rothstein Rosenfeldt Adler, who along with his counsel, the law firm of Berger Singerman, and his special counsel, the law firm of Genovese Joblove and Battista, have conducted extensive audits of the trust accounts in question.

As such, not only is Mr. Rothstein presently unable, due to his incarceration and destitute financial status, to comply with the requests in your letter, but more importantly, the items requested would seemingly be unnecessary and a waste of State resources given the substantial Government and Trustee investigations and audits currently underway.

1 We are currently attempting to determine how Mr. Rothstein can pay the costs assessed in this matter.

December 21, 2009 Page 2

• • Finally, with respect to Rule 3-S.l(g), my client, for the reasons stated above,

has no access to any records regarding former clients, opposing counsel or the Courts involved. Moreover, it is inconceivable given the unprecedented daily media attention to this matter in the last six weeks2 that any former client, opposing counsel and/or Court would be unaware of Mr. Rothstein's circumstances and, in particular, his disbarment.

Please understand it is not that Mr. Rothstein is unwilling to comply with your requests, but rather as pointed out above, is simply unable to.

I look forward to receiving your comments on this matter with the ultimate goal of serving the Bar's interests with economy of effort and expense.

Thank you.

2 Daily articles in the Miami Herald, Fort Lauderdale Sun-Sentinel and Broward Review, and numerous blog sites, several articles in the New York Times and Wall Street Journal, in addition to numerous television news reports.

Case 09-34791-RBR Doc 1060 Filed 10/13/10

Form CGFCRD3A (9119/08)

In re:

Rothstein Rosenfeld! Adler, PA 6600 NW 16 St #11 Plantation, FL 33313

EIN: 01-0587961

United States Bankruptcy Court Southern District of Florida

www.flsb.uscourts.gov

NOTICE OF HEARING

CE!VED ' '1' 1 ', " 0

NOTICE IS HEREBY GIVEN that a hearing will be held on November 8, 2010 at 09:30AM, at the following location:

U.S. Courthouse 299 E Broward Blvd #308 Ft Lauderdale FL 33301

to consider the following:

Marcum Rachlin, a division of Marcum LLP Application for Interim Compensation for John L. Heller, Accountant, Period: 2/15/2010 to 9/30/2010, Fee: $20,178.00, Expenses: $.08. Filed by Accountant John L. Heller.

THIS MA TIER HAS BEEN SCHEDULED FOR A TEN MINUTE HEARING. IF YOU REQUIRE MORE TIME YOU MUST CONTACT THE COURTROOM DEPUTY IMMEDIATELY FOR A SPECIAL SETTING. This matter has not been scheduled as an evidentiary hearing. If you require an evidentiary hearing, the currently scheduled hearing will be treated as a preliminary hearing. Contact the courtroom deputy, Edy Gomez at 19541 769-5765 to schedule a final evidentiary hearing.

THE MOVANT, (OR MOVANT'S COUNSEL if represented by an attorney) SHALL SERVE A COPY OF THIS NOTICE OF HEARING and, unless previously served, the above-described pleading on all required parties within the time frames required by the Bankruptcy Rules, Local Rules, or orders of the Court, and shall file a certificate of service as required under Local Rules 2002-1 (F) and 9073-1 (B). Any party who fails to properly serve any pleadings or other paper may be denied the opportunity to be heard thereon. All moving or objecting parties shall bring to the hearing proposed orders, sustaining their respective positions.

PLEASE NOTE: Photo identification is required to gain entrance to all federal courthouse facilities. Electronic devices, including but not limited to cameras, cellular phones (including those with cameras), pagers, personal data assistants (PDA), laptop computers, radios. tape-recorders, etc., are not permitted in the courtroom, chambers or other environs of this court. These restrictions (except for cameras not integrated into a cell phone device) do not apply to attorneys with a valid Florida Bar identification card, attorneys who have been authorized to appear by pro hac vice order and witnesses subpoenaed to appear in a specific case. An attorney seeking entry to the Ft. Lauderdale courthouse facilities must also be admitted to practice in the Southern District of Florida or be authorized to appear by pro hac vice order. No one is permitted to bring a camera or other prohibited electronic device into a federal courthouse facility except with a written order signed by a judge and verified by the United States Marshal's Service. See Local Rule 5072-2.

Dated: 10113110 CLERK OF COURT By: Edy Gomez Courtroom Deputy

Case 09-34791-RBR Doc 1590 Filed 04/01/11 Page 1 of 3

f+~CE· i\ 1'::[) u ~'>.~ ,,h tJ~

't )fj", UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA FORT LAUDERDALE DIVISION :·;·;i: FLORIDA BAR

www.flsb.uscourts.gov ;:1 :...A.UDERDA!..E OFF!C!:

INRE: Chapter 11

ROTHSTEIN ROSENFELDT ADLER, PA Case No. 09-34791-BKC-RBR

Debtor.

------------------------~/

LIMITED OBJECTION TO AKERMAN SENTERFITT'S SUPPLEMENTAL APPLICATION SEEKING AUTHORITY TO CONTINUE TO REPRESENT THE

OFFICIAL COMMITTEE OF UNSECURED CREDITORS !ECF NO. 14981

Platinum Partners Value Arbitrage Fund LP ("Platinum"), Centurion Structured Growth

LLC ("Centurion") and Level 3 Capital Fund LP ("Level 3" and, together with Platinum and

Centurion, the "Objecting Funds''),! by and through their undersigned counsel, file this Limited

Objection (the "Objection") to Akerman Senterfitt's Supplemental Application Seeking Authority

to Continue to Represent the Official Committee of Unsecured Creditors [ECF No. 1498] (the

"Application"). In support of the Objection, the Objecting Funds state as follows:

Prior to the filing of the RRA bankruptcy case, Akerman Senterfitt served as counsel to

the Objecting Funds with respect to their lending relationships with the Banyon companies and

Scott Rothstein and in other non-RRA related matters. Subsequently, without obtaining a waiver

from the Objecting Funds, Akerman Senterfitt was engaged to serve as counsel to the Official

Committee of Unsecured Creditors (the "Committee") in the RRA case.

By the Application, Akerman Senterfitt requests that the Court conduct "a hearing to

consider the [Objecting] Funds' request that it withdraw as counsel" to the Committee. See

The Objecting Funds are filing this Objection defensively and do not consent or submit to the jurisdiction of this Court in connection with any claims that the Trustee has asserted or may assert m the future against any or all of the Objecting Funds.


Application, p. 6. The Objecting Funds vociferously disagree with Akerman Senterfitt's

characterization of the facts and positions advanced in the Application. However, to be clear, the

Objecting Funds have not sought, and do not seek to involve the Court in their dispute with

Akerman Senterfitt. The Objecting Funds' request that Akerman Senterfitt withdraw as counsel

to the Committee arises from Akerman Senterfitt's failure to discharge its professional

responsibilities to the Objecting Funds and was made in the context of a demand letter sent by

the Objecting Funds' counsel to Akerman Senterfitt's managing partner.

Needless to say, the Court controls the determination of whether, under the Bankruptcy

Code and Fed. R. Bankr. P., Akerman Senterfitt meets the requirements for being "disinterested"

and whether an "adverse interest" exists with respect to its representation of the Committee, and

the Objecting Funds assert no position in that regard. However, the Objecting Funds respectfully

assert that the Court does not have jurisdiction to determine whether Akerman Senterfitt has

discharged its professional responsibilities to the Objecting Funds. These issues should be

properly addressed by the Florida Bar and/or a court adjudicating the Objecting Funds' non-core

state law claims against Akerman Senterfitt.

WHEREFORE, the Objecting Funds request that the Court limit its ruling, if any, to

whether Akerman Senterfitt is disinterested and does not represent an interest adverse to the

estate, and further, withhold any determination as to whether Akerman Senterfitt has fulfilled its

professional responsibilities to the Objecting Funds.

Dated: April I, 20 II


BILZIN SUMBERG BAENA PRICE & AXELROD LLP Counsel to the Objecting Funds 1450 Brickell Ave., Suite 2300

2

I Case 09-34791-RBR Doc 1590 Filed 04/01/11 Page 3 of 3

MIAMI 2485399.2 7915533944

Miami, Florida 33131 Telephone: 305-374-7593 Facsimile: 305-351-2253

By: /s/ Scott L. Baena Scott L. Baena, Esq. Florida Bar No. 186445 Jay M. Sakalo, Esq. FloridaBarNo. 156310

-and-

CURTIS, MALLET-PREVOST, COLT & MOSLE LLP Co-Counsel to the Objecting Funds 101 Park Avenue New York, New York 10178-0061 Telephone: 212-696-6000 Facsimile: 212-697-1559

3

Eliot Lauer, Esq. (pro hac vice) Gabriel Hertzberg, Esq. (pro hac vice)

-- -------------------

'

t

In re:

Case 09-34791-RBR Doc 1596 Filed 04/05/11 Page ~(EIVED

::;;) APR - 8 201'1 UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA FORT LAUDERDALE DIVISION

{/ ~E FLORIDA BAR FT. lAUDERDALE OFFICE

ROTHSTEIN ROSENFELDT ADLER, P.A., Case No. 09-34791-BKC-RBR Chapter II

Debtor.

----------------------------' MOTION TO APPROVE SETTLEMENT AGREEMENT BETWEEN

THE CHAPTER 11 TRUSTEE AND MONARCH CAPITAL FUND. LTD.

Any interested party who fails to me and serve a written response to this motion within 21 days after the date of service stated in this motion shall, pursuant to Local Rule 9013-l(D), be deemed to have consented to the entry of an order in the form attached to this motion. Any scheduled hearim: may then be canceled.

Herbert Stettin ("Stettin" or the "Trustee"), the Chapter II Trustee of Rothstein

Rosenfeldt Alder, P.A. ("RRA" or the "Debtor"), pursuant to Rule 9019(a) of the Federal Rules

of Bankruptcy Procedure, files this Motion to Approve Settlement Agreement Between The

Chapter 11 Trustee and Monarch Capital Fund, Ltd. (the "Motion"), and in support states:

Background

I. This case was commenced as an involuntary chapter II proceeding on November

10, 2009, by four petitioning creditors (the "Bankruptcy Case"). [D.E. 1].

2. The Court entered an Order for Relief on November 30, 2009. [D.E. 66].

3. On November 20, 2009. this Court entered an order directing the appointment of a

trustee. [D.E. 30]. On November 20, 2009, the United States Trustee's office selected Stettin as

the Trustee in this case. [D.E. 35]. On November 25, 2009, the Court ratified Stettin's

appointment as Trustee. [D.E. 55].

4. Since the Trustee's appointment and ratification, the Trustee's professionals have

3587287-1


conducted a thorough analysis of RRA's books and records and other financial data including

hundreds of millions of dollars in transfers made within the four year period prior to the petition

date to various parties, including Monarch Capital Fund, Ltd. ("Monarch")(together with the

Trustee, "the Parties").

5. Following the Trustee's issuance of a demand for payment to Monarch and

informal discussions between the Trustee and Monarch, the Trustee commenced an adversary

proceeding in the Bankruptcy Case (Adversary Case No.: I 0-03636-RBR-A; the "Adversary

Proceeding") by filing an adversary complaint (Adv. D.E. I; the "Adversary Complaint") to

avoid and/or recover certain amounts (the "Transfers").

6. Monarch filed an answer and affirmative defenses disputing the Trustee's

entitlement to avoid and/or recover the Transfers. [Adv. D.E. 17].

7. On March II, 20 II, the Court referred this proceeding to mediation.

[Adv. D.E. 36].

8. The Parties attended a mediation conference on April 4. 20 II.

9. At the mediation the Parties reached an agreement on a comprehensive settlement

(the "Settlement"), and executed a written mediation settlement agreement (the "Settlement

Agreement"), a copy of which is attached as Exhibit A.

The Settlement

I 0. In considering the circumstances, and taking into account the nature of the claims

against Monarch, the potential defenses available to such claims and the risks associated

with litigating this matter, the Trustee believes that the terms of the Settlement are favorable to

the estate.

II. Pursuant to the Settlement, and as more fully described in the Settlement

3587287 2


Agreement, Monarch will pay the Trustee $550,000.00.

12. As further set forth in the Settlement Agreement, upon such payment, and an

order of this Court approving the Settlement becoming a final, non-appealable order, Monarch

shall be deemed to hold an allowed general unsecured claim in the Bankruptcy Case in the

amount of $300,000.

I 3. Additionally, upon the occurrence of the events described in paragraph I I above,

and an order of this Court approving the Settlement becoming a final, non-appealable order,

Monarch will be released from any and all liability to the Trustee, RRA or the Debtor's estate,

on account of all claims alleged, or which could have been alleged in the Adversary Proceeding

regarding the Transfers, as defined in the Adversary Complaint, and the Trustee and the Debtor's

Estate will be released from any and all liability to Monarch regarding all claims, defenses,

counterclaims alleged, or which could have been alleged by the Monarch regarding the

Transfers, except as related to Monarch's allowed general unsecured claims in the Bankruptcy

Case.

Authority to Support Authorization of the Settlement

14. The Trustee seeks approval of the Settlement Agreement pursuant to Rule 9019 of

the Federal Rules of Bankruptcy Procedure.

15. Rule 901 9(a) provides that, after notice and a hearing, a court may

approve a proposed settlement of a claim. The decision of whether or not to approve a

compromise is within the sound discretion of the court. In re Chira, 367 B.R. 888, 896 (S.D.

Fla. 2007) aft' d. 567 F.3d 1307 (I I th Cir. 20 10) citing In re Air Safety Intern., L. C., 336 B.R.

843, 852 (S.D. Fla. 2005); In re Arrow Air, Inc., 85 B.R. 886 (Bankr. S.D. Fla. 1988).

16. In passing on proposed settlements, the Court must determine whether

1587287 3


a proposed settlement is fair and equitable. In re Chira, 367 B.R. at 896 (S.D. Fla. 2007).

The Court must evaluate whether the compromise falls below the "lowest point in the range of

reasonableness." In re S&l Investments, 421 B.R. 569, 583 (Bankr. S.D. Fla. 2009) citing In re

Bicoastal Corp., 164 B.R. 1009, 1016 (Bankr. M.D. Fla. 1993); see also In re Arrow Air, Inc., 85

B.R. at 886 (Bankr. S.D. Fla. 1988).

17. The lith Circuit, in In re Justice Oaks II, Ltd., 898 F.2d 1544, 1549, provided

additional guidance regarding whether a settlement should be approved and established a

four-part test:

a. The probability of success in 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

d. and delay necessarily attending it; and

e. The paramount interest of the creditors and a proper deference to their

reasonable views in the premises.

18. The Trustee submits that the proposed Settlement overwhelmingly satisfies the

'Justice Oaks standard.

19. The Settlement provides the Trustee with an opportunity to efficiently settle

significant claims of the estate on favorable terms against a party likely capable of financing the

costs of protracted litigation, from trial and through the exhaustion of appellate remedies, and

will provide the Debtor's estate with a significant recovery.

20. If this matter were to proceed to trial, substantial additional discovery would be

necessary. It is also anticipated that, due to the positions advanced by both sides, the

costs associated with litigating this matter through trial and the exhaustion of appellate

3587287 4

I


remedies would be significant.

21. The Trustee believes that the expense, inconvenience and delay that would be

caused by litigating with Monarch would not be in the best interest of the Debtor's estate.

22. Therefore, after full and careful consideration, the Trustee believes that

resolution set forth in the Settlement Agreement is in the best interest of the Debtor's estate

and the creditors of the estate.

WHEREFORE, the Trustee respectfully requests the entry of an order, in substantially

the same form as the order attached as Exhibit B, (i) granting this Motion, (ii) approving the

terms of the Settlement Agreement, and (iii) granting such other relief as is just and proper.

Dated: April 5, 2011.

3587287


BERGER SINGERMAN, P.A. Attorneys for Trustee 200 S. Biscayne Boulevard, Suite 1000 Miami, Florida 33131 Tel.: (305) 755-9500 Fax: (305) 714-4340

By: lsi David L. Gay David L. Gay

5

Florida Bar No. 83922 I [email protected]

Case 09-34791-RBR Doc 1596 Filed 04/05111 Page 6 of 21


I HEREBY CERTIFY that a true and correct copy of the foregoing was served via the

Court's CM/ECF system to all registered users in this case and via Regular U.S. Mail, postage

prepaid, fax, email and/or overnight delivery, as indicated, upon all parties listed below and on

the attached Service List this 5th day of April, 2011.

Timothy J Norris, Esq 200 S Biscayne Blvd #3400 Miami, FL 33131 (via CMIECF)

Brian T Corrigan 201 Santa Monica Blvd #475 Santa Monica, CA 90401 (via U.S. Mail)

PaulL. Orshan, Esq. 2506 Ponce de Leon Blvd Coral Gables, FL 33134 (via CMIECF)

3587287 6

By: lsi David L. Gay David L. Gay

• Case 09-34791-RBR Doc 1596 Filed 04/05/11 Page 7 of 21

MASTER SERVICE LIST CASE NO.: 09-34791-BKC-RBR

Marianella Morales, Esquire Authorized Agent For Joining Creditors A venida Francisco de Miranda Torre Provincial "A" Piso 8 Caracas, Venezuela (VIA CM!ECF and EMAIL)

John H. Genovese, Esq. Robert F. Elgidely, Esq. Theresa M.B. Van Vliet, Esq. Genovese Joblove & Battista, PA Bank Of America Tower at International Place 100 S.E. 2nd Street, Suite 4400 Miami, Florida 33131 (VIA CM!ECF and EMAIL)

Kendall Coffey, Esq. Coffey Burlington, Office in the Grove Penthouse 2699 South Bayshore Drive Miami, Florida 33133 kcoffcv0'cofi',•vburlin~ton.com

(VIA CM!ECF and EMAIL)

The Honorable Herbert M. Stettin One Biscayne Tower Suite 3700 Two South Biscayne Boulevard Miami, Florida 33131 (VIA U.S. MAIL and EMAIL)

John G. Bianco, Esq. John M. Mulli, Esquire Tripp Scott 110 Southeast Sixth Street Fifteenth Floor Fort Lauderdale, Fl. 33301 i gb (i:/; trippsc·, Jt t .com (VIA CM!ECF and EMAIL)

2441794-1

Alison W. Lehr, Esq. Grise! Alonso, Esq. Assistant United States Attorney 99 N.E. 4th Street, 7th Floor Miami, Florida 33132 ,\! ~ '"n, 1.~11, <>'' tml~li ~Q' Grisl'l ·"lon<,o(i" usdoj. £< J\~ (VIA CM/ECF and EMAIL)

Jeffrey R. Sonn, Esq. Sonn & Erez, PLC Broward Financial Center 500 E. Broward Boulevard Suite 1600 Fort Lauderdale, Florida 33394 j,~_mn ((P ,~.mnere; ... ·~.m1 (VIA CM!ECF and EMAIL)

Office of the US Trustee 51 Southwest First Avenue Suite 1204 Miami, Florida 33130 (VIA CM!ECF and EMAIL)

Thomas Tew, Esq. Tew-Cardenas, LLP Four Seasons Tower 15th Floor 1441 Brickell A venue Miami, Florida 33131-3407 tt@ tt>\Vht\\',COlil

(VIA CM/ECF and EMAIL)

Conrad & Scherer, LLP 633 South Federal Highway Fort Lauderdale, FL 3330 I bs qv c!>m£~\!ig,b.s;.[~L~~'lDJ. L~UJ:~erCQ~.~·!.mra~lli.£b.£r~?I.:.~~m1 (VIA CM!ECF and EMAIL)



Michael D. Seese, Esq. Hinshaw & Culbertson, LLP I E Broward Blvd Ste 1010 Ft Lauderdale, Florida 33301 I!l'::.~"'c ~71 hi!l'!.h~ltlgw .qnn (VIA CM/ECF and EMAIL)

Internal Revenue Service Centralized Insolvency Operations P.O. Box 21126 Philadelphia, P A 19114 (Via U.S. Mail)

Internal Revenue Service Special Procedures - Insolvency 7850 SW 6th Court Plantation, FL 33324 (Via U.S. Mail)

Special Asst. U.S. Attorney P.O. Box 9, Stop 8000 51 SW 1st Avenue, #1114 Miami, Fl 33130 (Via U.S. Mail)

United Healthcare Dept. CH 10151 Palatine, IL 60055 (Via US Mail)

Special Asst. U.S. Attorney IRS District Counsel 1000 S. Pine Island Rd., Ste 340 Plantation, FL 33324-3906 (Via U.S. Mail)

The Honorable Eric H. Holder, Jr. Attorney General of the U.S. 950 Pennsylvania Avenue, NW Room 4400 Washington, DC 20530-0001 (Via U.S. Mail)

2441794-1 2

Honorable Jeffrey H. Sloman, Acting U.S. Attorney 99 NE 4tb Street Miami, Fl 33132 (Via U.S. Mail)

Daniel Mink OvadiaLevy c/o Renato Watches, Inc 14051 NW 14tb Street Sunrise, Florida 33323 (Via U.S. Mail)

William George Salim, Jr. Moskowitz Mandell & Salim 800 Corporate Dr Ste 51 0 Fort Lauderdale, Florida 33334 \\ salim<..a:tnm:-.~ht\\ .nm1 (VIA CM/ECF and EMAIL)

USI Attn: Antbony Gruppo 200 West Cypress Creek Road Suite 500 Fort Lauderdale, FL 33309 Anthonv. gruppo@u<,i .biz (VIA EMAIL)

Marc Nurik, Esq. I East Broward Blvd Suite 700 Fort Lauderdale, FL 3330 I marc<ii' nuriklaw .cum (VIA EMAIL)

BAST AMRON LLP SunTrust International Center One Southeast Third A venue Suite 1440 Miami, Florida 33131 bamron<i>'ba,tamron.com jbast@ bastamron.com (VIA CM/ECF and EMAIL)

Case 09-34791 -RBR Doc 1596 Filed 04/05/11 Page 9 of 21


Mark Bloom, Esq. John B. Hutton, Esq. Greenberg Traurig, LLP 333 Avenue of the Americas, Suite 4400 Miami, FL 33131-3238 _b ls:o 111 !!l.~<E g\ l u ~" (p 11_1

huttonj @gtbw.com (VIA CM/ECF and EMAIL)

Robert D. Critton, Esq. Burman, Critton, Luttier & Coleman 303 Banyan Blvd., Suite 400 West Palm Beach, FL 33401 rcrit(i•)bddaw .com (VIA CM/ECF and EMAIL)

Roth & Scholl Attn: Jeffrey C. Roth, Esq. Attorneys For Creditor Blue Capital Us East Coast Properties, L.P. 866 South Dixie Highway Coral Gables, Fl 33146 jd'f@rothandsch,,!J.com (VIA CM/ECF and EMAIL)

Rogers, Morris & Ziegler, LLP 1401 East Broward Blvd Suite 300 Fort Lauderdale, FL 33301 ml1k1olh (ro rm;.law .com (VIA CM/ECF and EMAIL)

Arthur C. Neiwirth, Esq. One E. Broward Blvd., Suite 1400 Ft. Lauderdale, FL 33301 1!1l£l WH:!Jli~;J.ll..\YQUl IV .ClLfD. (VIA CM/ECF and EMAIL)

2441794-1 3

The Florida Bar Adria E. Quintela, Esq. Alan Anthony Pascal, Esq. Lake Shore Plaza II 1300 Concord Terrace, Suite 130 Sunrise, FL 33323 agmntcl (ii; flabar.org ara,cal @f1abar.or~ (VIA CM!ECF and EMAIL)

Micheal W. Moskowitz, Esq. 800 Corporate Drive, Suite 500 Ft. Lauderdale, FL 33234 mtn(\<;l~..owitz<i~1 tnn1-.sbv'~ .~on1

(VIA CMIECF and EMAIL)

Francis L. Carter, Esq. Katz Barron Squitero Faust 2699 S. Bayshore Drive, 7th Floor Miami, Florida 33133 IJ£5~~h_\!!Lbgrw_l!,_\i~~n (VIA CMIECF and EMAIL)

Bradley S. Shraiberg, Esq. 2385 NW Executive Drive Suite 300 Boca Raton, Florida 33431 b'hraibcrg <il stl-pa.com (VIA CM/ECF and EMAIL)

HenryS. Wulf, Esq. CARLTON FIELDS, P.A. 525 Okeechobee Blvd., Suite 1200 West Palm Beach, Florida 3340 I E-Mail: hwul i'Ci"carllonfidds . ..:oru (VIA CM/ECF and EMAIL)

EMESS Capital, LLC c/o Bruce A. Katzen, Esq. 201 S. Biscayne Blvd., 17th Floor Miami, Florida 33131 E-Mail: [email protected] jbcrman@ klugcrkaplan.com (VIA CMIECF and EMAIL)



Ira Sochet, Trustee Revocable Intervivos Trust of Ira Sochet c/o Phil Hudson, Esq. 200 South Biscayne Blvd, Suite 3600 Miami, Florida 33130 E-Mail: PJ!lb!r<;]Ji.<,"\ll (\V _ilrnO'.Wi n .<;1)_\ll (VIA CMIECF and EMAIL)

Coquina Investments c/o Patricia A. Redmond, Esq. !50 West Flagler Street, Suite 2200 Miami, Florida 33130 E-Mail: prcdmond<-i!',tcarn'w~avcr.corn (VIA CM/ECF and EMAIL)

Michael I. Goldberg, Esq. Las Olas Centre - Suite 1600 350 East Las Olas Blvd Fort Lauderdale, FL 3330 I E-Mail: Mio:!l!!~l£:9.1£H:>liJ:g~h":.\i~_9.LQl~JL£.\l.l:E 1~.Y-~.LJ]S;Ig~rk!~u.h£.nll~.D..:1'oUJ (VIA CM/ECF and EMAIL)

LMB Funding Group c/o Robert C. Furr, Esq. 2255 Glades Road, Suite 337W Boca Raton, Florida 33431 E-Mail: [email protected]'om (VIA CM/ECF and EMAIL)

Lawrence A. Gordich, Esq. Melissa Alagna, Esq. SEGALUGORDICH P.A. 801 Brickell A venue, Suite 900 Miami, Florida 33131 Email: hlg~~'~g_;ill.gprdi.\"11,.£\.'Jll Email: r.miE~.la~ S£,gi,ill.g.!-)rdifl!.:.~·.m:.n. (VIA CM/ECF and EMAIL)

Broward County Attn: Hollie N. Hawn, Esq. Government Center 115 South Andrews A venue Fort Lauderdale, FL 33301 E-Mail: hhawn@'bn,ward.org (VIA CM/ECF and EMAIL)

2441794-1 4

Steven J. Solomon, Esq. Gray Robinson, P.A. 1221 Brickell Ave, Suite 1600 Miami, Florida 33131 E-Mail - 'it\:.Y.9JJ.SctQDJ0!l.~~.!LcUJ::: n~Q..LD-":.Q!1r~-:Jn (VIA CM/ECF and EMAIL)

Peter F. Valori, Esq. DAMIAN & VALOR! LLP 1000 Brickell Avenue, Suite 1020 Miami, FL 33131 E-mail: [email protected] (VIA CM/ECF and EMAIL)

Canon Financial Services, Inc. !58 Gaither Drive, #200 Mount Laurel, NJ 08054 (Via US Mail)

CIT Technology Financing Services I, LLC 10201 Centurion Parkway North Jacksonville, FL 32256 (Via US Mail)

Gibraltar Private Bank & Trust Company 220 Alhambra Circle, Suite 500 Coral Gables, FL 33134 (Via US Mail)

Inter-Tel Leasing, Inc. 1140 West Loop North Houston, TX 77055 (Via US Mail)

Florida Department of Revenue 501 S. Calhoun Street Room 201 Carlton Building Tallahassee, FL 32399 (Via US Mail)

I

Case 09-34791-RBR Doc i 596 Filed 04/05/11 Page 11 of 21


Leon County Tax Collector 315 S. Calhoun Street Suite210 Tallahassee, FL 32301 (Via US Mail)

Miami-Dade County Tax Collectors 140 West Flagler Street, I 4th Floor Miami, FL 33I30 (Via US Mail)

Palm Beach County Tax Collector P.O. Box 3715 West Palm Beach, FL 33402-37I5 (Via US Mail)

THE LAW OFFICES OF GEOFFREY D. ITTLEMAN, P.A. 440 North Andrews Avenue Fort Lauderdale, Florida 3330 I (Via US Mail)

Carpenter & Berger, PL 6400 N. Andrew Ave, suite 370 Fort Lauderdale, FL 33309 (Via US Mail)

Frank F. McGinn, Esq. Bartlett Hackett Feinberg, P.C. 155 Federal Street, 9'h Floor Boston, MA 021 IO l'fm@ bo<.tonbusinc;,sbw.com (VIA CM/ECF and EMAIL)

Darol H. M. Carr, Esq. 99 Nesbit Street Punta Gorda, FL 33950

(VIA CM/ECF and EMAIL)

Jane A Bee, Esq. Blank Rome LLP 130 North 18'h Street Philadelphia, P A 19! 03-6998 bcc'(ci, blankn'Hlc'.COlll (VIA EMAIL)

2441794-1 5

Roderick F. Coleman, Esq. 400 South Dixie Highway, Suite 121 Boca Raton, FL 33432 rfi-':..~_'2Qt~Il11!nat tc lrlla,.cnnJ. (VIA CM/ECF and EMAIL)

Mark S. Haltzman, Esq. Lamm Rubenstone, LLC 3600 Horizon Blvd, Suite 200 Trevose, PA I 9053 mhaltzman@ lammru bcn;,tonc.com (VIA CM/ECF and EMAIL)

Robert C. Busche!, Esq. I 00 S.E. Third Ave, Suite 1300 Fort Lauderdale. FL 33394 busche10· bglaw-pa.com (VIA CM/ECF and EMAIL)

Berkowitz Dick Pollack & Brant Certified Public Accountants & Consultants, LLP 200 S Biscayne Boulevard, Sixth Floor Miami, FL 33131-2310 Attn: Richard Pollack (Via Email and U.S. Mail)

MELAND RUSSIN & BUD WICK, P.A. 3000 Wachovia Financial Center 200 South Biscayne Boulevard Miami, Florida 33I3I Attn: James C. Moon, Esq. jmPon (mmdandrus>i n.com Attn: Peter D. Russin, Esq. prussi n (a; n rei undru;,si n.c< >1 n Attn: Michael S. Budwick, Esq.

mhlliiY;.i.~: "'~<!.· nJ£!el!~!l}l..'i:-i.!!o£ o1D (VIA CM/ECF and EMAIL)

Gary S. Blake, Esq. I499 W. Palmetto Park Rd Suite 300 Boca Raton, FL 33486 gblakc@ lgla" .net (VIA CM/ECF and EMAIL)



Melinda S. Thornton, Esq. Assistant County Attorney County Attorney's Office 2810 Stephen P. Clark Center Ill N.W. First Street Miami, Fl 33128-1993 Email: ,·~o.bkc\<hniamidadc.gov (VIA CM!ECF and EMAIL)

SLATKIN & REYNOLDS, P.A. Attorneys for Russell Adler and Katie Adler One East Broward Boulevard, Suite 609 Fort Lauderdale, Florida 33301 Telephone 954.745.5880 Facsimile 954.745.5890 jslatkin 0 ,]alkinreynold,.com (VIA CM!ECF and EMAIL)

ASSOULINE & BERLOWE, P.A. 213 East Sheridan Street, Ste. 3 Dania Beach, FL 33004 Attn: Eric N. Assouline, Esq. en a (q· a():-.oulin ... "bt."rlowl~ .cum (VIA CM!ECF and EMAIL)

Steven J. Reisman, Esq. CURTIS, MALLET-PREVOST, COLT & MOSLE LLP I 0 I Park A venue New York, NY 10178-0061 E-mail: ;[email protected] (Via Email and U.S. Mail)

Turner P. Smith, Esq. CURTIS, MALLET-PREVOST, COLT & MOSLE LLP 101 Park Avenue New York, NY 10178-0061 E-mail: lsmith ('Vcurth.com (Via Email and U.S. Mail)

Maryann Gallagher, Esq. CURTIS, MALLET-PREVOST, COLT & MOSLE LLP 101 Park Avenue

2441794-1 6

New York, NY 10178-0061 E-mail: ml.!allagher~~~cmtis.t:orn (Via Email and U.S. Mail)

ILEANA CRUZ BONGINI, ESQ. .~£H~X.QJ.1.~l?..!JDJB_W£~~~.I:..":.:Q.1JJ STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. Coquina Investments Museum Tower, Suite 2200 !50 West Flagler Street Miami, Florida 33130 (VIA CM/ECF and EMAIL)

Lynn Maynard Gollin ! gollin ((I· gordt.mree.,.C<\m Gordon & Rees LLP Four Seasons Tower 15th Floor 1441 Brickell Avenue Miami, FL 33131 (VIA CM!ECF and EMAIL)

Paul J. McMahon, Esq. Paul Joseph McMahon, P.A. 2840 S.W. Third Ave Miami, Florida 33129 pjmff!)pjmlawmiami.com (VIA CM!ECF and EMAIL)

Robert P. Avolio, Esq. Crossroads Corporate Center 3150 Brunswick Pike, Ste. 120 Lawrenceville, NJ 08648 r£\.Y!~ii<>(0'£1VOii<'[@Jill.[!.£9.!}} (Via Email and U.S. Mail)

MarkS. Shipman, Esq. 20 Batterson Park Road, Suite 120 Farmington, CT 06032 [email protected] (Via Email and U.S. Mail)

• Case 09-34791-RBR Doc 1596 Filed 04/05/11 Page 13 of 21


Heather L. Ries, Esq. Fox Rothschild, LLP 222 Lakeview Ave, Suite 700 West Palm Beach, Fl 3340 I hrk.!i~l!'.D.!X roth 'chi I 1 !.con) (VIA CMJECF and EMAIL)

Geoffrey S. Aaronson, Esq., Geoffrey S. Aaronson, P.A., Local Counsel for FEP and

the FEP Victims Group, Miami Tower, I 00 SE 2nd Street, 27th Floor, Miami, Florida 33131 gaaron~nn (i}; aaronsonpa .. tonl (VIA CMIECF and EMAIL)

Michael Paris, Esq. William C. Nystrom, Esq. Nystrom, Beckman & Paris, LLP Counsel for FEP & the FEP Victims Group I 0 Saint James Avenue, 16th Floor Boston, MA 02116 illllarb 0" nbparis.~.·om wnv&tmm0"nbparis.wm (Via Email and U.S. Mail)

Scott L. Baena, Esq. Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, Suite 2300 Miami, FL 33131-3238 SHacna @' biiLin.com (VIA CMIECF and EMAIL)

Alberta L. Adams. Esq. Mills Paskert Divers 100 North Tampa Street, Suite 2010 Tampa, Florida 33602 aadams@ mpdlegal.com (VIA CMIECF and EMAIL)

James B. Sawka, Esq. SEYFARTH SHAW LLP 131 South Dearborn Street, Suite 2400 Chicago, Illinois 60603 Email: howka<fv<cyfatth.com (VIA CMIECF and EMAIL)

2441794-1 7

David C. Christian II, Esq. SEYFARTH SHAW LLP 131 South Dearborn Street, Suite 2400 Chicago, Illinois 60603 Email: sl~_bri§ti~n 0 g;yfm:l!J.cQ.l.!J (VIA CMIECF and EMAIL)

David M. Levine, Esq. Levine Kellogg Lehman Schneider & Grossman, LLP 20 I S. Biscayne Blvd, 34th Floor Miami, Florida 33131 Email: Jml<i!"·JUiaw.com (VIA CMIECF and EMAIL)

Timothy W. Volpe, Esq. John T. Rogerson, III, Esq. Caroline Prieto, Esq. Volpe, Bajalia, Wickes, Rogerson & Wachs, P.A. 501 Riverside Ave, 7th Floor Jacksonville, FL 32202 (Via U.S. Mail)

Case 09-34791-RBR Doc 1596 Filed 04/05/11 Page 14 of 21 •

EXHIBIT A

3587287 7

j

In re:

Case 09-34791-RBR Doc 1596 Flied 04/05/11 Page 15 of 21

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA

FORT LAUDERDALE DIVISION WWW ,f]sb.USCOUI'ts.gov

Chapter II

ROTHSTEIN ROSENFELDT ADLER, PA, Case No. 09-34791-BKC-RBR

Debtor.

----------------------~' HERBERT STETTIN, Trustee, Adversary Case No.: 10-03636-RBR-A

Plaintiff,

V,

MONARCH CAPITAL FUND, LTD.

Defendant. ________________________ .!

MEDIATION SETTLEMENT AGREEMENT

THIS MEDIATION SETTLEMENT AGREEMENT was entered on the date stated below, by and between Herbert Stettin, Chapter 11 Trustee (the "Trustee") of Rothstein Rosenfeldt Adler, P .A. ("RRA") and Monarch Capital FUild, Ltd. ("Monarch")( together with the Trustee, the "Parties," or each individually, "Party").

WHEREAS, on November 10, 2009, an involUiltary Chapter 11 proceeding was commenced against RRA in and for the Southern District of Florida United States Bankruptcy Court (the "Bankruptcy Court") - In Re: Rothstein, Rosenfeldt & Adler, P.A., Case No: 09-34791-RBR (the "Bankruptcy Case").

WHEREAS, on November 20, 2009 the Bankruptcy Court entered an order directing the appointment of a trustee (D.E. 30); on November 20, 2009, the United States Trustee's office selected Stettin as the Trustee in this case (D.E. 35); and on November 25, 2009, Stettin's appointment as Trustee was ratified by the Bankruptcy Court (D.E. 55).

WHEREAS, the Bankruptcy Court entered an Order for Relief on November 30, 2009. [D.E. 66].


WHEREAS, the Trustee commenced an adversary proceeding in the Bankruptcy Case (Adversary Case No. 10-03636-RBR-A)(the "Adversary Proceeding") to recover certain transfers from RRA to Monarch and to recover damages for usury. [Adv. D.E. 1].

WHEREAS, Monarch filed an answer and affirmative defenses disputing the Trustee's entitlement to avoid and recover such amounts. [Adv. D.E. 17).

WHEREAS, in the interest of avoiding further costly and time-consuming litigation, the Trustee and Monarch have agreed to the terms set forth in this Mediation Settlement Agreement (the "Settlement");

THEREFORE, in consideration of the foregoing and the agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. On or before April 18, 2011, Monarch shall deliver $550,000 (the "Settlement Amount"), made in the form of check, cashier's check, wire transfer or other form of immediately available ftmds, made payable to "Berger Singerman, P .A." and forwarded to Berger Singerman, P.A., 200 South Biscayne Boulevard, Suite 1000, Miami, FL 33131, Attn: David L. Gay, Esq. Within I 0 days of the execution of the Settlement and upon agreement of counsel for Monarch as to the form, the Trustee shall file a motion seeking Bankruptcy Court approval of the Settlement. If such motion is not approved by the Banla·uptcy Court, the Settlement Amount will be returned to Monarch within I 0 days of an order denying the motion to approve the Settlement.

2. If Monarch fails to timely make payment of the Settlement Amount as set forth in paragraph above, the Parties agree that the Trustee shall have the right to proceed to final judgment against Monarch in the Adversary Proceeding in the amotmt of $850,000 upon the filing of an affidavit of nonpayment.

3. Upon receipt and clearance of the Settlement Amount and receipt of the information as set in paragraph I above, and an order of the Bankruptcy Court approving the Settlement becoming a Final Non-Appealable Order, 1 Monarch shall be deemed to hold an allowed general unsecured claim in the Banl<ruptcy Case in the amount of $300,000.

4. In consideration of, and upon receipt and clearance of the Settlement Amount, and upon an order of the Banl<ruptcy Court approving the Settlement becoming a Final NonAppealable Order, the Trustee, on behalf of RRA, and any of its successors and assigns, and any of them (the foregoing collectively referred to as the "RRA Rcleasors"), does hereby release, waive, and discharge Monarch and its principals, investors and transferees from any and all liability to the RRA Releasors on account of all claims alleged, or which could have been alleged in the Adversary Proceeding regarding the Transfers, as defined therein.

1 A "Fmal Non-Appealable Order" shall mean an order of the Bankruptcy Court that is not subject to: (i) appeal pursuant to Fed. R. Bankr. P. 8001 and 8002; (ii) a motion under Fed. R. Bankr. P. 9023 or 9024; or (iii) any other motion or procedure that permits a court to revetse the relief granted by the order.

2

(


In consideration of the foregoing, Monarch and any of its successors and assigns, and any ofthem (the foregoing collectively refen·ed to as the "Monarch Releasors"), do hereby release, waive, and discharge all rights, causes of actions, liabilities and claims related to the Trustee, the Debtor, its estate or its property, in law or in equity, whether known or unknown, foreseen or unforeseen, now existing or hereafter arising, matured or umnatw-ed, whether or not hidden or concealed, whether based on tort, fraud, contract or otherwise, and/or any other obligations, claims, interests, or debts of any kind, which the Monarch Releasors, from the beginning of time, heretofore or hereafter possessed or may possess against the Trustee, RRA, the Debtor's Estate or any of their affiliates, parents, subsidiaries, representatives, officers, directors, employees, agents, on account of all claims, defenses, counterclaims alleged, or which could have been alleged by the Monarch Releasors regarding the Transfers, as defined therein, except for the rights, duties and obligations as provided in this Settlement except those claims expressly set forth in paragraph 3 above.

5. Within 10 days of the later of (i) receipt and clearance of the Settlement Funds as set in paragraph I above, or (ii) an order of the Bankruptcy Court order approving the Settlement becoming a Final Non-Appealable Order, the Trustee will dismiss, with prejudice, the Adversary Proceeding, witl1 each party to bear its own cost and fees incurred in relation to the Adversary Proceeding to date and all additional fees and costs which may be incurred through the approval of this Settlement.

6. Miscellaneous.

(a) Entire Agreement. The Parties hereby acknowledge that this Settlement constitutes the entire agreement by and between the Trustee and Monarch and that there are no commll11ications or oral U11derstandings by or between the Parties contrary to or diiierent fi·om this Settlement.

(b) Amendment. The terms and proviSlons of this Settlement cannot be amended, modified or supplemented orally or by course of conduct or course of dealing, but only in a writing signed by each of the Parties.

(c) Waivers. The fail w-e of a Party to require performance of any provision of this Settlement shall in no manner affect its right at a later time to enforce such provision. No waiver by a Party of any condition or of any breach of any term, covenant, representation or warranty contained in this Settlement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty.

(d) Col\11terparts. This Settlement may be executed in one or more counterparts, or by the Parties in separate counterparts, each of which when so executed shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e) Interpretation. None of tl1e Parties shall be considered the draftsman of this Settlement, and there shall be no presumption of construing ambiguities or interpretations under this Settlement against a particular Party.

3


(f) Assignment. This Settlement shall be binding upon and inme to the benefit of the Parties and their respective estates, heirs, legal representatives, successors and assigns; provided, however that no assignment or transfer of this Settlement shall be permissible except by (i) operation of law, or (ii) pursuant to an order of the Bankruptcy Court.

(g) Severability. If any provision of this Settlement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions of this Settlement shall not be affected, and there shall be deemed substituted for the provision ai issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

(h) Applicable Law. TI1is Settlement shall be governed by and construed and enforced in accordance with the Jaws of the State of Florida to the extent state law is applicable.

(i) Jurisdiction and Venue. The Parties agree that the Bankruptcy Court shall retain jurisdiction to enforce and construe ilie provisions of iliis Settlement and the Parties consent to the Bankruptcy Court's exercise of personal and subject matter jmisdiction (including "core" jurisdiction) to adjudicate any disputes iliat might arise w1der this Settlement.

G) Prevailing Party Fees. The Parties agree to pay all fees, costs and expenses incurred by the prevailing party, as determined by a court of competent jurisdiction, in connection with the enforcement and litigation of this Settlement, including all reasonable related attorneys' fees, court costs and expert witness Jees, whether incu!Ted prior to litigation, during litigation or post-litigation and including bankruptcy, mediation or arbitration proceedings.

(k) Debtor's Estate. The term "Debtor's Estate," as used in iliis Settlement, shall have ilie meaning described in!! U.S.C. § 541.

7. Each pa1ty to this Settlement represents and warrants that it is duly authorized to execute this Settlement and that the person through whom each party executes this Settlement is fully and duly empowered and authorized to execute it on !he respective party's behalf.

Dated: April 4, 2011

David Sims Director, Monarch Capital Fund, Ltd.

4

I .

'~,;kve- ~ Herbe tettin, ChapteJ.C 1 Trustee of Rothstein Rosenfeld! Adler, P .A.

Case 09-34791 -RBR Doc 1596 Filed 04/05/11 Page 19 of 21

(f) Assignment. This Settlement shall be binding upon and inure to the benefit of the Parties and their respective estates, heirs, legal representatives, successors and assigns; provided, however that no assignment or transfer of this Settlement shall be pennissible except by (i) operation of law, or (ii) pursuant to an order of the Bankruptcy Court.

(g) Severabilitv. If any provision of this Settlement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions of this Settlement shall not be affected, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

(h) Applicable Law. This Settlement shall be governed by and construed and enforced in accordance with the laws of the State of Florida to the extent state law is applicable.

(i) Jurisdiction and Venue. The Parties agree that the Bankruptcy Court shall retain jurisdiction to enforce and construe the provisions of this Settlement and the Parties consent to the Bankruptcy Court's exercise of personal and subject matter jurisdiction (including "core" jurisdiction) to adjudicate any disputes that might arise under this Settlement.

(j) Prevailing Party Fees. The Parties agree to pay all fees, costs and expenses incurred by the prevailing party, as detennined by a court of competent jurisdiction, in connection with the enforcement and litigation of this Settlement, including all reasonable related attorneys' fees, court costs and expert witness fees, whether incurred prior to litigation, during litigation or post-litigation and including bankruptcy, mediation or arbitration proceedings.

(k) Debtor's Estate. The term "Debtor's Estate," as used in this Settlement, shall have the meaning described in 11 U.S.C. § 541.

7. Each party to this Settlement represents and warrants that it is duly authorized to execute this Settlement and that the person through whom each party executes this Settlement is fully and duly empowered and authorized to execute it on the respective party's behalf.

Dated: April4, 2011

~ Monarch Capital Fund Ltd. By: David Sims for Navigator Management Ltd· Director

Michael Hanzman, Mediator

4

Herbert Stettin, Chapter II Trustee of Rothstein Rosenfeld! Adler, P .A.

INRE:


EXHffiiTB


FORT LAUDERDALE DIVISION www.flsb.uscourts.gov

CASE NO.: 09-34791-RBR

ROTHSTEIN ROSENFELDT ADLER, P.A., CHAPTER II

Debtor.

------------------------~1

ORDER GRANTING MOTION TO APPROVE SETTLEMENT AGREEMENT BETWEEN THE

CHAPTER 11 TRUSTEE AND MONARCH CAPITAL FUND, LTD.

THIS CAUSE came before the Court without a hearing upon the Trustee's Motion to

Approve Settlement Agreement Between The Chapter 11 Trustee and Monarch Capital Fund,

Ltd. [D.E. ] (the "Motion") filed by the Trustee on April5, 2011. The Court, having reviewed

the Motion and the Court file, having found that proper notice of the Motion has been given (See

D.E. _ for the Certificate of Service of the notice of hearing on the Motion) and having been

advised that no objections to, or requests for hearing on the Motion have been timely received by

the Trustee or counsel or filed with the Court, finds it appropriate to grant the Motion.

3587287 8


Accordingly, it is -

ORDERED as follows:

I. The Motion is GRANTED.

2. The terms of the Settlement Agreement attached hereto as Exhibit "A" are

approved and incorporated herein in their entirety.

3. The Court retains jurisdiction to enforce the terms of the Settlement Agreement.

Submitted by: David L. Gay, Esq. BERGER SINGERMAN, P.A., 200 S. Biscayne Blvd., Suite 1000 Miami, FL 33131 Telephone: (305) 755-9500 Facsimile: (305) 714-4340 [email protected]

Copy furnished to: David L. Gay, Esq.

###

(David L. Gay is directed to serve this Order to all parties of interest and to file a Certificate of Service.)

3587287 9

•

In re:




Chapter 11

ROTHSTEIN ROSENFELDT ADLER, P A., 1 Case No. 09-34791-BKC-RBR

Debtor.

------------------------~/

MOTION TO APPROVE SETTLEMENT AND RELEASE BETWEEN (I) THE CHAPTER 11 TRUSTEE, (II) HOWARD GRUVERMAN, (ill) GRUVERMAN

ENTERPRISES, INC., (IV) EDIFY, LLC, AND (V) IRON STREET MANAGEMENT, LLC

Any interested party who fails to file and serve a written response to this motion within 21 days after the date of service stated in this motion shall, pursuant to Local Rule 9013-l(D), be deemed to have consented to the entry of an order in the form attached to this motion. Any scheduled hearing may then be canceled.

Herbert Stettin ("Stettin" or "Trustee"), the Chapter 11 Trustee of Rothstein Rosenfeldt

Alder, P.A. ("RRA" or "Debtor"), pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy

Procedure, files this Motion to Approve Settlement and Release Between (i) The Chapter 11

Trustee, (ii) Howard Gruverman, (iii) Gruverman Enterprises, Inc., (iv) EdifY, LLC, and (v) Iron

Street Management, LLC (the "Motion") seeking approval of a settlement between the Trustee

and Howard Gruverman ("Gruverman"), and Gruverman Enterprises, Inc., EdifY, LLC and Iron

Street Management, LLC (the "Gruverman Entities")(together with the Trustee, "the Parties"),

and in support states:

1 The address and last four digits of the taxpayer identification number of tbe Debtor, Rothstein Rosenfeld! Adler, P.A., is 6600 NW 16tb Street, Suite 11, Plantation, FL 33313 (TIN 7961).

3577356-l


Background

1. This case was commenced as an involuntary chapter 11 proceeding on November

10, 2009, by four petitioning creditors (the "Bankruptcy Case"). [D.E. 1].


3. On November 20, 2009 this Court entered an order directing the appointment of a







date to various parties.

5. On October 14, 2010, the Trustee conducted a 2004 Examination of Howard

Gruverman to obtain testimony related to the estate's claims to avoid and recover damages for

certain fraudulent transfers and other causes of action relating to the bankruptcy of RRA

(collectively referred to as the "Claims").

6. Since that time, the Parties have engaged in substantial settlement negotiations

and informal discovery, including extensive financial disclosures by Gruverman and the

Gruverman Entities. In lieu of filing an adversary complaint, the Parties have reached a

settlement agreement (the "Settlement Agreement"). A copy of the Settlement Agreement is

attached as Exhibit A.

3577356·1

'

'


7. In considering the circumstances and the risks associated with litigating this

matter, the Trustee believes that the terms of the Settlement Agreement are extremely favorable

to the estate.

8. The Settlement Agreement contemplates that in full and final settlement of the

Claims that could have been asserted against Gruverman and or the Gruverman Entities in the

Bankruptcy Case, and subject to court approval of this Motion, Gruverman shall pay the estate

the following: (a) $100,000 on the date of the execution of the Settlement Agreement; (b) an

additional $100,000 within 30 days thereafter; (c) an additional $100,000 within 60 days after

execution of the Settlement Agreement; (d) an additional $50,000 within 90 days after execution

of the Settlement Agreement; (e) an additional $50,000 within 120 days after execution of the

Settlement Agreement; and (f) an additional $50,000 within 150 days after execution of the

Settlement Agreement; and (g) an additional $50,000 within 180 days after execution of the

Settlement Agreement, for a total sum of $500,000 all due on or before October I, 2011 (the

"Settlement Payment"). Gruverman and the Gruverman Entities acknowledge that the

Settlement Payment is a repayment of amounts which RRA paid directly or indirectly to

Gruverman and the Gruverman Entities and does not constitute a fme or penalty.

9. On the Effective Date (as defined in the Settlement Agreement), Gruverman and

the Gruverman Entities shall be deemed to have fully, finally and forever released, relinquished,

discharged and waived any and all claims, causes of action, costs, damages, expenses, remedies,

whether now known or unknown, and whether pending or not yet asserted, contingent or non

contingent, liquidated or unliquidated, matured or unmatured, which he individually or

collectively with any of the Gruverman Entities, have or may have had against RRA, the Trustee

and the Trustee's attorneys and accountants, relating in any manner whatsoever, directly or

3577356-1


indirectly to RRA, its business and operations, the Bankruptcy Case and the Claims. However,

nothing herein shall operate or otherwise be construed to operate as a release or discharge of any

of the obligations of the Trustee under the Settlement Agreement.

I 0. On the Effective Date, the Trustee on behalf of RRA and the RRA bankruptcy

estate, shall be deemed to have fully, finally, and forever relinquished, discharged, and waived

any and all claims, causes of action, costs, damages, expenses, remedies, whether now known or

unknown, and whether pending or not yet asserted, contingent or non-contingent, liquidated or

unliquidated, matured or unmatured, which the Trustee on behalf of RRA and the RRA

bankruptcy estate has or may have had against Gruverman, individually or collectively with any

of the Gruverman Entities, their attorneys and accountants, relating in any manner whatsoever,

directly or indirectly, to RRA, its business and operations, the Bankruptcy Case and the Claims.

However, nothing herein shall operate or otherwise be construed to operate as a release or

discharge of any of the obligations of Gruverman and the Gruverman Entities under the

Settlement Agreement.

Relief Requested and Basis Therefor

II. The Trustee seeks approval of the Settlement pursuant to Rule 9019 of the Federal

Rules of Bankruptcy Procedure.

12. Rule 9019(a) provides that, after notice and a hearing, a court may approve a

proposed settlement of a claim. The decision of whether or not to approve a compromise is

within the sound discretion of the court. In re Chira, 367 B.R. 888, 896 (S.D. Fla. 2007) citing

In re Air Safety Intern., L.C., 336 B.R. 843, 852 (S.D. Fla. 2005); In re Arrow Air, Inc., 85 B.R.

886 (Bankr. S.D. Fla. 1988).

3577356-1


13. In passing on proposed settlements, the Court must determine whether a

proposed settlement is fair and equitable. In re Chira, 367 B.R. at 896 (S.D. Fla. 2007). The

Court must evaluate whether the compromise falls below the "lowest point in the range of

reasonableness." In re S&I Investments, 421 B.R. 569, 583 (Bankr. S.D. Fla. 2009) citing In re

Bicoastal Corp., 164 B.R. 1009, 1016 (Bankr. M.D. Fla. 1993); In re Arrow Air, Inc., 85 B.R. at

886 (Bankr. S.D. Fla. 1988).

14. The Eleventh Circuit, in In re Justice Oaks IL Ltd., 898 F.2d 1544, 1549,

provided additional guidance regarding whether a settlement should be approved, and

established a four-part test:




and delay necessarily attending it; and

d. The paramount interest of the creditors and a proper deference to their


15. The Trustee submits that the proposed Settlement Agreement overwhelmingly

satisfies the Justice Oaks standard.

16. The Settlement Agreement provides the Trustee with an opportunity to

efficiently settle significant claims of the estate on favorable terms against a party capable of

financing the costs of protracted litigation, from trial and through the exhaustion of appellate

remedies, and will provide the Debtor's estate with a significant recovery.


necessary. It is also anticipated that, due to the positions advanced by both sides, the costs

3577356·1

Case 09-34 791-RBR Doc 1587 Filed 04/01/11 Page 6 of 26

associated with litigating this matter through trial and the exhaustion of appellate remedies

would be significant.


caused by litigating with Gruverman and the Gruverman Entities would not be in the best

interest of the Debtor's estate.


resolution set forth in the attached Settlement Agreement is in the best interest of the Debtor's

estate and the creditors of the estate.

WHEREFORE, the Trustee respectfully requests the entry of an order in substantially

the same form of the order attached as Exhibit B, (i) granting this Motion, (ii) approving the


Dated: April!, 2011.

3577356-1


BERGER SINGERMAN, P.A. Attorneys for the Trustee, Herbert Stettin Berger Singerman, P.A. 350 East Las Olas Blvd. Suite 1000 Fort Lauderdale, Florida 33301 Main Line: (954) 525-9900 Facsimile: (954) 523-2872

By: Is/ Charles H Lichtman Charles H. Lichtman Fla. Bar No. 501050 [email protected] Stefanie C. Moon Fla. Bar No. 0074195 [email protected]



I CERTIFY that a true and correct copy of the foregoing was served via Regular U.S.

Mail, postage prepaid, fax, email and/or overnight delivery, as indicated, upon all parties on the

attached Service List this 1st day of April, 2011.

3577356-1

By: Is/ Charles H Lichtman Charles H. Lichtman



Marianella Morales, Esquire Authorized Agent For Joining Creditors A venida Francisco de Miranda Torre Provincial "A" Piso 8 Caracas, Venezuela (VIA CM/ECF and EMAIL)

John H. Genovese, Esq. Robert F. Elgidely, Esq. Theresa M.B. Van Vliet, Esq. Genovese J oblove & Battista, P A Bank Of America Tower at International Place I 00 S.E. 2nd Street, Suite 4400 Miami, Florida 33131 (VIA CM/ECF and EMAIL)

Kendall Coffey, Esq. Coffey Burlington, Office in the Grove Penthouse 2699 South Bayshore Drive Miami, Florida 33133 [email protected] (VIA CM/ECF and EMAIL)

The Honorable Herbert M. Stettin One Biscayne Tower Suite 3700 Two South Biscayne Boulevard Miami, Florida 3 3131 (VIA U.S. MAIL and EMAIL)

John G. Bianco, Esq. John M. Mulli, Esquire Tripp Scott II 0 Southeast Sixth Street Fifteenth Floor Fort Lauderdale, Fl. 33301 j gb@trippscott. com (VIA CMIECF and EMAIL)

2441794·1

Alison W. Lehr, Esq. Grise! Alonso, Esq. Assistant United States Attorney 99 N.E. 4th Street, 7th Floor Miami, Florida 33 I 32 Alison.Lehr@usdoj .gov Grisel.alonso@usdoj .gov (VIA CMIECF and EMAIL)

Jeffrey R. Sonn, Esq. Sonn & Erez, PLC Broward Financial Center 500 E. Broward Boulevard Suite 1600 Fort Lauderdale, Florida 33394 [email protected] (VIA CM/ECF and EMAIL)

Office of the US Trustee 51 Southwest First Avenue Suite 1204 Miami, Florida 33130 (VIA CM/ECF and EMAIL)

Thomas Tew, Esq. Tew-Cardenas, LLP Four Seasons Tower 15th Floor I 441 Brickell Avenue Miami, Florida 33131-3407 [email protected] (VIA CMIECF and EMAIL)

Conrad & Scherer, LLP 633 South Federal Highway Fort Lauderdale, FL 33301 bsla\conradscherer.com [email protected] (VIA CM!ECF and EMAIL)



Michael D. Seese, Esq. Hinshaw & Culbertson, LLP 1 E Broward Blvd Ste 1010 Ft Lauderdale, Florida 3330 I [email protected] (VIA CM/ECF and EMAIL)





Special Asst. U.S. Attorney IRS District Counsel 1000 S. Pine Island Rd., Ste 340 Plantation, FL 33324-3906 (Via U.S. Mail)


2441794-1 2

Honorable Jeffrey H. Sloman, Acting U.S. Attorney 99 NE 4th Street Miami, Fl 33132 (Via U.S. Mail)

Daniel Mink OvadiaLevy c/o Renato Watches, Inc 14051 NW 14th Street Sunrise, Florida 33323 (Via U.S. Mail)

William George Salim, Jr. Moskowitz Mandell & Salim 800 Corporate Dr Ste 51 0 Fort Lauderdale, Florida 33334 [email protected] (VIA CM/ECF and EMAIL)

USI Attn: Anthony Gruppo 200 West Cypress Creek Road Suite 500 Fort Lauderdale, FL 33309 [email protected] (VIA EMAIL)

Marc Nurik, Esq. 1 East Broward Blvd Suite 700 Fort Lauderdale, FL 33301 [email protected] (VIA EMAIL)

BAST AMRON LLP Sun Trust International Center One Southeast Third Avenue Suite 1440 Miami, Florida 3 3131 [email protected] [email protected] (VIA CM/ECF and EMAIL)



Mark Bloom, Esq. John B. Hutton, Esq. Greenberg Traurig, LLP 333 Avenue of the Americas, Suite 4400 Miami, FL 33131-3238 [email protected] [email protected] (VIA CM/ECF and EMAIL)

Robert D. Critton, Esq. Burman, Critton, Luttier & Coleman 303 Banyan Blvd., Suite 400 West Palm Beach, FL 33401 [email protected] (VIA CM/ECF and EMAIL)

Roth & Scholl Attn: Jeffrey C. Roth, Esq. Attorneys For Creditor Blue Capital Us East Coast Properties, L.P. 866 South Dixie Highway Coral Gables, Fl 33146 [email protected] (VIA CM/ECF and EMAIL)

Rogers, Morris & Ziegler, LLP 1401 East Broward Blvd Suite 300 Fort Lauderdale, FL 33301 [email protected] (VIA CMIECF and EMAIL)

Arthur C. Neiwirth, Esq. One E. Broward Blvd., Suite I 400 Ft. Lauderdale, FL 33301 aneiwirth@gpwblaw .com (VIA CM/ECF and EMAIL)

2441794-1 3

The Florida Bar Adria E. Quintela, Esq. Alan Anthony Pascal, Esq. Lake Shore Plaza II 1300 Concord Terrace, Suite 130 Sunrise, FL 33323 aq uintel@flabar. org apascal@flab:ll'.org (VIA CMIECF and EMAIL)

Micheal W. Moskowitz, Esq. 800 Corporate Drive, Suite 500 Ft. Lauderdale, FL 33234 [email protected] (VIA CMIECF and EMAIL)

Francis L. Carter, Esq. Katz Barron Squitero Faust 2699 S. Bayshore Drive, 7th Floor Miami, Florida 33133 [email protected] (VIA CM/ECF and EMAIL)

Bradley S. Shraiberg, Esq. 2385 NW Executive Drive Suite 300 Boca Raton, Florida 33431 [email protected] (VIA CM/ECF and EMAIL)

HenryS. Wulf, Esq. CARLTON FIELDS, P.A. 525 Okeechobee Blvd., Suite 1200 West Palm Beach, Florida 33401 E-Mail: [email protected] (VIA CM/ECF and EMAIL)

EMESS Capital, LLC c/o Bruce A. Katzen, Esq. 201 S. Biscayne Blvd., 17th Floor Miami, Florida 33131 E-Mail: [email protected] [email protected] (VIA CM/ECF and EMAIL)



Ira Sochet, Trustee Revocable Intervivos Trust of Ira Sochet c/o Phil Hudson, Esq. 200 South Biscayne Blvd, Suite 3600 Miami, Florida 33130 E-Mail: [email protected] (VIA CM/ECF and EMAIL)

Coquina Investments c/o Patricia A. Redmond, Esq. 150 West Flagler Street, Suite 2200 Miami, Florida 33130 E-Mail: [email protected] (VIA CM/ECF and EMAIL)

Michael I. Goldberg, Esq. Las Olas Centre - Suite 1600 350 East Las Olas Blvd Fort Lauderdale, FL 33301 E-Mail: [email protected] Eyal. [email protected] (VIA CM/ECF and EMAIL)

LMB Funding Group c/o Robert C. Purr, Esq. 2255 Glades Road, Suite 337W Boca Raton, Florida 33431 E-Mail: [email protected] (VIA CM/ECF and EMAIL)

Lawrence A. Gordich, Esq. Melissa Alagna, Esq. SEGALLIGORDICH P.A. 801 Brickell Avenue, Suite 900 Miami, Florida 33131 Email: [email protected] Email: [email protected] (VIA CM/ECF and EMAIL)

Broward County Attn: Hollie N. Hawn, Esq. Goverurnent Center 115 South Andrews Avenue Fort Lauderdale, FL 33301 E-Mail: [email protected] (VIA CM/ECF and EMAIL)

2441794-1 4

Steven J. Solomon, Esq. Gray Robinson, P.A. 1221 Brickell Ave, Suite 1600 Miami, Florida 33131 E-Mail- steven.solomon@grayrobinson.com (VIA CM/ECF and EMAIL)

Peter F. Valori, Esq. DAMIAN & V ALORI LLP 1000 Brickell Avenue, Suite 1 020 Miami, FL 33131 E-mail: [email protected] (VIA CM/ECF and EMAIL)

Canon Financial Services, Inc. 158 Gaither Drive, #200 Mount Laurel, NJ 08054 (Via US Mail)

CIT Technology Financing Services I, LLC 10201 Centurion Parkway North Jacksonville, FL 32256 (Via US Mail)



Florida Department of Revenue 501 S. Calhoun Street Room 201 Carlton Building Tallahassee, FL 32399 (Via US Mail)

Case09-34791-RBR Doc1587 Filed04/01/11 Page12of26


Leon County Tax Collector 315 S. Calhoun Street Suite 210 Tallahassee, FL 32301 (Via US Mail)

Miami-Dade County Tax Collectors 140 West Flagler Street, 14th Floor Miami, FL 33130 (Via US Mail)

Palm Beach County Tax Collector P.O. Box 3715 West Palm Beach, FL 33402-3715 (Via US Mail)

THE LAW OFFICES OF GEOFFREY D. ITTLEMAN, P.A. 440 North Andrews Avenue Fort Lauderdale, Florida 33301 (Via US Mail)

Carpenter & Berger, PL 6400 N. Andrew Ave, suite 370 Fort Lauderdale, FL 3 3 3 09 (Via US Mail)

Frank F. McGinn, Esq. Bartlett Hackett Feinberg, P.C. 155 Federal Street, 9th Floor Boston, MA 02110 [email protected] (VIA CM/ECF and EMAIL)

Darol H. M. Carr, Esq. 99 Nesbit Street Punta Gorda, FL 33950 [email protected] (VIA CM/ECF and EMAIL)

Jane A. Bee, Esq. Blank Rome LLP 130 North 18th Street Philadelphia, PA 19103-6998 [email protected] (VIA EMAIL)

2441794-1 5

Roderick F. Coleman, Esq. 400 South Dixie Highway, Suite 121 Boca Raton, FL 33432 [email protected] (VIA CM/ECF and EMAIL)

MarkS. Haltzman, Esq. Lamm Rubenstone, LLC 3600 Horizon Blvd, Suite 200 Trevose, PA 19053 [email protected] (VIA CM/ECF and EMAIL)

Robert C. Busche!, Esq. I 00 S.E. Third Ave, Suite 1300 Fort Lauderdale, FL 33394 [email protected] (VIA CM/ECF and EMAIL)


MELAND RUSSIN & BUD WICK, P.A. 3000 Wachovia Financial Center 200 South Biscayne Boulevard Miami, Florida 3 3131 Attn: James C. Moon, Esq. [email protected] Attn: Peter D. Russin, Esq. prussin(li)melandrussin.com Attn: MichaelS. Budwick, Esq. [email protected] (VIA CM/ECF and EMAIL)

Gary S. Blake, Esq. 1499 W. Palmetto Park Rd Suite 300 Boca Raton, FL 33486 [email protected] (VIA CM/ECF and EMAIL)



Melinda S. Thornton, Esq. Assistant County Attorney County Attorney's Office 2810 Stephen P. Clark Center Ill N.W. First Street Miami, Fl33128-1993 Email: [email protected] (VIA CM/ECF and EMAIL)

SLATKIN & REYNOLDS, P.A. Attorneys for Russell Adler and Katie Adler One East Broward Boulevard, Suite 609 Fort Lauderdale, Florida 33301 Telephone 954.745.5880 Facsimile 954.745.5890 [email protected] (VIA CM/ECF and EMAIL)

ASSOULINE & BERLOWE, P.A. 213 East Sheridan Street, Ste. 3 Dania Beach, FL 33004 Attn: Eric N. Assouline, Esq. [email protected] (VIA CM!ECF and EMAIL)

Steven J. Reisman, Esq. CURTIS, MALLET-PREVOST, COLT & MOSLE LLP 101 Park Avenue New York, NY 10178-0061 E-mail: [email protected] (Via Email and U.S. Mail)

Turner P. Smith, Esq. CURTIS, MALLET-PREVOST, COLT & MOSLE LLP 101 Park Avenue New York, NY 10178-0061 E-mail: [email protected] (Via Email and U.S. Mail)


2441794-1 6

New York, NY 10178-0061 E-mail: [email protected] (Via Email and U.S. Mail)

ILEANA CRUZ BONGINI, ESQ. [email protected] STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. Coquina Investments Museum Tower, Suite 2200 150 West Flagler Street Miami, Florida 33130 (VIA CM!ECF and EMAIL)

Lynn Maynard Gollin [email protected] Gordon & Rees LLP Four Seasons Tower 15th Floor 1441 Brickell A venue Miami, FL 33131 (VIA CM/ECF and EMAIL)

PaulJ.McMabon,Esq. Paul Joseph McMabon, P.A. 2840 S.W. Third Ave Miami, Florida 33129 [email protected] (VIA CMIECF and EMAIL)

Robert P. Avolio, Esq. Crossroads Corporate Center 3150 Brunswick Pike, Ste. 120 Lawrenceville, NJ 08648 [email protected] (Via Email and U.S. Mail)

MarkS. Shipman, Esq. 20 Batterson Park Road, Suite 120 Farmington, CT 06032 [email protected] (Via Email and U.S. Mail)



Heather L. Ries, Esq. Fox Rothschild, LLP 222 Lakeview Ave, Suite 700 West Palm Beach, Fl 33401 [email protected] (VIA CM/ECF and EMAIL)


the FEP Victims Group, Miami Tower, 100 SE 2nd Street, 27th Floor, Miami, Florida 33131 [email protected] (VIA CM/ECF and EMAIL)

Michael Paris, Esq. William C. Nystrom, Esq. Nystrom, Beckman & Paris, LLP Counsel for FEP & the FEP Victims Group 10 Saint James Avenue, 16th Floor Boston, MA 02116 [email protected] [email protected] (Via Email and U.S. Mail)

Scott L. Baena, Esq. Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, Suite 2300 Miami, FL 33131-3238 [email protected] (VIA CMIECF and EMAIL)

Alberta L. Adams, Esq. Mills Paskert Divers 100 North Tampa Street, Suite 2010 Tampa, Florida 33602 [email protected] (VIA CM/ECF and EMAIL)

James B. Sowka, Esq. SEYFARTH SHAW LLP 131 South Dearborn Street, Suite 2400 Chicago, Illinois 60603 Email: [email protected] (VIA CM/ECF and EMAIL)

2441794-1 7

David C. Christian II, Esq. SEYFARTH SHAW LLP 131 South Dearborn Street, Suite 2400 Chicago, Illinois 60603 Email: dchristian@seyf'arth.com (VIA CM/ECF and EMAIL)

David M. Levine, Esq. Levine Kellogg Lehman Schneider & Grossman, LLP 201 S. Biscayne Blvd, 34th Floor Miami, Florida 33131 Email: [email protected] (VIA CM/ECF and EMAIL)

Timothy W. Volpe, Esq. John T. Rogerson, III, Esq. Caroline Prieto, Esq. Volpe, Bajalia, Wickes, Rogerson & Wachs, P.A. 501 Riverside Ave, 7th Floor Jacksonville, FL 32202 (Via U.S. Mail)


L

EXHffiiTA

3577356-1


SETTLEMENT AGREEMENT

This Settlement Agreement ("Agreement"), is entered into between and among (i)

Herbert Stettin, in his capacity as Chapter 11 Trustee ("Stettin" or "Trustee") of the bankruptcy

estate of Rothstein Rosenfeld! Adler, P.A. ("RRA" or the "Debtor"), in Case No. 09-34791-RBR

(the "Bankruptcy Case"), pending in the United States Bankruptcy Court for the Southern

District of Florida (the "Court"), (ii) Howard Gruverman, individually ("Gruverman"), (iii)

Gruverman Enterprises, Inc., a Florida Corporation ("GEl"), (iv) EdifY, LLC, a Florida Limited

Liability Company and (v) Iron Street Management, LLC, a Florida Limited Liability Company

("ISM") (collectively referred to below as the "Gruvcrman Entities"); and the Trustee,

Gruvennan and the Gruverman Entities are sometimes collectively referred to as the "Parties."

WHEREAS, on November 10, 2009 (the "Petition Date"), an involuntary bankruptcy

case was filed against RRA [D.E. #I] under Chapter II of Title II of the United States Code (the

"Bankruptcy Code"). On November 20, 2009, the Court entered an order directing the

appointment of a Trustee [D.E. #30] and the United States Trustee's office selected Stettin as the

Trustee in this case [D.E. #35]. On November 25, 2009, the Court ratified Stettin's appointment

as Trustee [D.E. #55]. The Court entered an Order for Relief on November 30,2009 [D.E. #66].

WHEREAS, the Trustee has claims against Gruverman to avoid and recover damages for

certain fraudulent transfers and other causes of action relating to the bankruptcy of RRA

(collectively referred to as the "Claims"),

WHEREAS, the Parties have decided to settle the Claims prior to formal litigation.

WHEREAS, Gruvcnnan denies the Claims made by the Trustee and enters into this

Agreement without admitting fault, liability or wrongdoing whatsoever.

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WHEREAS, the Parties agree that the foregoing recitals are true and correct, and

NOW, lliEREFORE, in consideration of the mutual promises and releases contained

herein, and for other good and valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, the Parties hereby agree as follows:

I. Settlement Payment: In full and final settlement of the Claims that could have

been asserted against Gruverrnan in the Bankruptcy Case, and subject to court approval of this

settlement, Gruverman shall pay the estate the following: (a) $100,000 on the date of the

execution of this Agreement; (b) an additional $100,000 within 30 days thereafter; (c) an

additional $100,000 within 60 days after execution of this Agreement; (d) an additional $50,000

within 90 days after execution of this Agreement; (e) an additional $50,000 within 120 days after

execution of this Agreement; and (f) an additional $50,000 within 150 days after execution of

this Agreement; and (g) an additional $50,000 within 180 days after execution of this Agreement

for a total sum of $500,000 all due on or before October I, 2011 (the "Settlement Payment").

Gruverrnan and the Gruverman Entities acknowledge that the Settlement Payment is a repayment

of amounts which RRA paid directly or indirectly to Gruverman and the Gruverrnan Entities and

does not constitute a fine or penalty.

2. General Release of Claims by Gruverman and the Gruverman Entities: On the

Effective Date (as defined in paragraph 4 below), Gruverman and the Gruverrnan Entities shall

be deemed to have fully, finally and forever released, relinquished, discharged and waived any

and all claims, causes of action, costs, damages, expenses, remedies, whether now known or

unknown, and whether pending or not yet asserted, contingent or non-contingent, liquidated or

unliquidated, matured or unmatured, which he individually or collectively with any of the

Gruverman Entities, have or may have had against RRA, the Trustee and the Trustee's attorneys

2


and accountants, relating in any manner whatsoever, directly or indirectly to RRA, its business

and operations, the Bankruptcy Case and the Claims. However, nothing herein shall operate or

otherwise be construed to operate as a release or discharge of any of the obligations of the

Trustee under this Agreement.

3. Release of Claims by the Trustee: On the Effective Date, the Trustee on behalf of

RRA and the RRA bankruptcy estate, shall be deemed to have fully, finally, and forever

relinquished, discharged, and waived any and all claims, causes of action, costs, damages,

expenses, remedies, whether now known or unknown, and whether pending or not yet asserted,

contingent or non-contingent, liquidated or unliquidated, matured or unmatured, which the

Trustee on behalf of RRA and the RRA bankruptcy estate has or may have had against

Gruvennan, individually or collectively with any of the Gruverman Entities, their attorneys and

accountants, relating in any manner whatsoever, directly or indirectly, to RRA, its business and

operations, the Bankruptcy Case and tile Claims. However, nothing herein shall operate or

otherwise be construed to operate as a release or discharge of any of the obligations of

Gruvcrman and the Gruverman Entities under this Agreement.

4. Conditions Precedent and Effective Date. This Agreement shall become effective

on the date when all of the following have been satisfied (the "Effective Date"):

(a) This Agreement shall have been executed by the Parties on the signature lines

below.

(b) The Court shall have entered an order approving this Agreement in substantially

the fonn of the proposed order attached hereto as Exhibit A, and such order shall have become a

Final Order. As used herein, a "Final Order" means an order or judgment of the Court which has

not been reversed, stayed, modified or amended and: (i) as to which tile time to appeal or seek

3

I,


reconsideration or rehearing thereof has expired; (ii) in the event of a motion for reconsideration

or rehearing is filed, such motion shall have been denied by an order or judgment of the Court; or

(iii) in the event of an appeal is filed and pending, such appeal shall have been denied and the

time in which to seek further review ofthe order approving the settlement shall have expired.

(c) The Trustee shall have received the initial payment of $100,000.

(d) Simultaneous with the execution of this Agreement, Gruverman shall execute an

affidavit (in the form attached hereto as Exhibit B and incorporated by reference), certifying

under penalty of perjury that to the best of his personal knowledge all financial documentation

and disclosures that he has provided upon the Trustee's request regarding himself individually

and his corporate entities are complete, true and accurate as of the date thereof and contained the

following: (i) a description of all assets then owned by Gruverman, individually, jointly and

severally with his corporate entities, specifying among other things, the type of asset owned, the

manner in which title to such asset is held, and Gruverman's good faith estimate of the

approximate fair market value of each such asset, (ii) a schedule of all liabilities of Gruverman

and each of them, whether contingent or fixed, liquidated or unliquidated, including the party to

whom the obligation is owed, and a description of any collateral securing the repayment of each

liability, if any, and (iii) a representation by Gruverman that during the one year period prior to

the date that he executed this Agreement, Gruverman did not make any transfers for the purpose

of making himself judgment proof; or for the purpose of defrauding any of his actual or potential

creditors (collectively the "Financial Statement"). The Trustee may take whatever action he

deems necessary and appropriate, in his sole discretion, to determine the accuracy of the

Financial Statement If within one (1) year from the date the Court approves the Agreement the

Trustee discovers that (i) Gruvennan's net worth was materially greater than that revealed prior

4


to or on the date of execution of this Agreement, and (ii) Gruverman owned an asset with a value

of $20,000 or greater that was not disclosed by him prior to the date of execution of this

Agreement, then the Trustee may take all action he deems appropriate to obtain custody and title

of said asset for the benefit of the RRA Estate.

5. Non-Approval. In the event that this Agreement is not approved by the Court,

the Parties shall be returned to the status quo ante prior to their entry into this Agreement, and

this Agreement shall be deemed null and void. In addition, within ten (1 0) business days of such

non-approval, the Trustee shall return the Settlement Payment to Gruverman, if so received.

6. Cooperation. Gruverman shall cooperate with the Trustee by providing periodic

unsworn proffers regarding any matter the Trustee may request. The Trustee will not seek to

take additional sworn testimony from Gruverman, nor will he or his counsel induce anyone else

to attempt to do so. The Trustee will reasonably cooperate with Gruverman in the event that he

requests documentation or information regarding RRA from the Trustee in the future.

7. Non-disparagement. None of the Parties to this Agreement (including their

respective counsel) shall disparage the other. Good faith enforcement of this Agreement shall

not be deemed to be disparagement.

8. No Admission. Nothing contained herein shall be deemed a representation or

admission of any fault or liability by Gruverman as to any issue involved in the Bank111ptcy

Case, or for any other purpose whatsoever.

9. Attorneys' Fees and Costs. Each Party shall bear his own attorneys' fees and costs

incurred in connection with the negotiation and documentation of this Agreement and the

Bankruptcy Case. In the event any litigation is necessary to enforce any term or performance of

5


this Agreement, the prevailing party in any such dispute shall be entitled to recover his

reasonable attorneys' fees and costs from the other.

10. Entire Agreement. This Agreement constitutes the entire agreement of the Parties

hereto regarding the subject matter hereof. Each of the Parties acknowledge and agree that there

are no communication; or oral understandings contrary, different, or that in any way restrict this

Agreement and that all prior agreements or understandings within the scope of the subject matter

of this Agreement are superseded in all respects and are null and void upon the execution of this

Agreement.

11. Amendment. No waiver, modification or amendment of the terms of this

Agreement shall be valid or binding, unless made in writing, signed by each of the Parties and

then only to the extent as set forth in such written waiver, modification, or amendment.

12. Counterparts. The Parties may execute this Agreement in counterparts, which

shall have the same force and effect as if the Parties had signed the same instrument. Signatures

transmitted by facsimile or email shall have the same effect as original signatures.

13. Retention of Jurisdiction. Any claim or litigation arising from or in connection

with this Agreement or the order approving it shall be exclusively maintained in the Court, and

the order approving this Agreement shall expressly provide that the Court shall retain jurisdiction

to enforce such order, as well as the terms of this Agreement. The terms of this agreement shall

expressly provide the Trustee with a right to enter final judgment for any portion of the $500,000

Settlement Payment that is not paid as agreed. Any default in monthly payment due hereunder

shall accelerate the remaining balance owing.

6


14. Choice of Law. This Agreement shall be govemcd by, and construed and enforced

in accordance with the laws of the State of Florida, without regard to its conflict of Jaw

principles.

15. Approval Motion. The Parties and their counsel shall use diligent efforts to cause

the Court to approve this Agreement and to effectuate the settlement on the stated terms and

conditions set forth herein.

16. Neutral Interpretation. In the event any dispute arises between the Parties with

regard to the interpretation of any term of this Agreement, each of the Parties shall be considered

collectively to be the drafting party and any mlc of construction to the effect that ambiguities are

to be resolved against the drafting party, shall be inapplicable.

17. Advice of Counsel. The Parties ac!mowledge that they have been represented by

counsel of their own choice in the negotiations leading up to the execution of this Agreement and

that they have read this Agreement and have had the opportunity to receive an explanation from

legal counsel regarding the legal nature and effect hereof.

18. Binding Effect: This Agreement and its terms shall be binding on the Trustee and

Gruvcrman, along with their respective successors and assigns. The order approving this

Agreement shall be binding on the Trustee and Gruverman, their respective successors and

assigns, as well as on all persons and entities that get actual, negative, or constructive notice of

the Trustee's motion to approve this Agreement.

19. Divisions and Headings. The divisions of this Agreement into sections and

subsections and the use of captions and headings in connection therewith are solely for

convenience and shall have no legal effect in construing the provisions of this Agreement.

20. Recitals. The Recitals to this Agreement are hereby incorporated herein by this

7

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'

STATE Of FLORIDA ) )

COUNTYOFBROWARD )

AFFIDAVIT OF HOWARDS. G"RUVERMAN

I, HOWARDS. GRUVERMAN, depose and say:

I. On November 8, 20!0, Herbert Stettin, in his capacity as Chapter II Trustee

("Stettin" or "Trustee") of the bankruptcy estate of Rothstein Rosenfeldt Adler, P .A. ("RRA" or

the "Debtor''), pending in the United States Bankruptcy Court for the Southern District of

Florida, Case No. 09-34791-RBR, pursued claims for fraudulent transfer among other causes of

action against myself, Gruverman Enterprises, Inc., Edify, and Iron Street Management.

2. Gruverman Enterprises, Inc., Edify, Iron Street Management and I have reached a

proposed settlement with the Trustee to resolve the claims without formal litigation. Pursuant to,

and in furtherance of, the proposed settlement agreement, I hereby certify and confirm under

penalty of perjury that all fmancial documentation and disclosures that have been provided by

me upon the Trustee's request are complete, true and accurate as of this date to the best of my

personal knowledge, information and belief.

FURTHER AFFIANT SA YETH NAUGHT.

Sworn to and subscribed before me this

NOTARY PUBLIC

My Commission Expires:

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%i,, '' EXPIRES;Seplember15,2011 ""·-:t· ;.. BordedbuNataryNI!IetwkiiWIItei'B

•

INRE:


EXHIBITB




ROTHSTEIN ROSENFELDT ADLER, P.A., CHAPTER 11

Debtor. ___________________________ / ORDER GRANTING MOTION TO APPROVE SETTLEMENT AND RELEASE

BETWEEN ill THE CHAPTER 11 TRUSTEE, @HOWARD GRUVERMAN, (III) GRUVERMAN ENTERPRISES. INC .. (IV) EDIFY, LLC. AND (V) IRON STREET

MANAGEMENT. LLC

THIS CAUSE came before the Court upon the Trustee's Motion to Approve Settlement

and Release Between (i) The Chapter 11 Trustee, (ii) Howard Gruverman, (iii) Gruverman

Enterprises, Inc., (iv) EdifY, LLC, and (v) Iron Street Management, LLC [D.E. _] (the

"Motion") filed by the Trustee on April1, 2011. The Court, having reviewed the Motion and the

Court file, having found that proper notice of the Motion has been given and having been

3577356-1


advised that no objections to or requests for hearing on the Motion have been timely received by

the Trustee or counsel or filed with the Court, finds it appropriate to grant the Motion.

Accordingly, it is -

ORDERED as follows:

I. The Motion is GRANTED.



3. The Court retains jurisdiction to enforce the terms of the Mediation Settlement

Agreement.

Submitted by: Charles H. Lichtman, Esq. Berger Singerman, P .A. 350 East Las Olas Blvd. Suite 1000 Fort Lauderdale, Florida 33301 Main Line: (954) 525-9900 Facsimile: (954) 523-2872 [email protected]

Copy furnished to: Charles H. Lichtman, Esq.

###

(Charles H Lichtman is directed to serve this Order to all parties of interest and to file a Certificate of Service.)

3577356·1

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Inre:

Case 09-34791-RBR Doc 1588 Filed 04/01/11 Page 1 of31



Chapter 11

ROTHSTEIN ROSENFELDT ADLER, PA., 1 Case No. 09-34791-BKC-RBR

Debtor.

--------------------------~/ MOTION TO APPROVE SETTLEMENT AND

RELEASE BETWEEN THE CHAPTER 11 TRUSTEE, ROBIN KEMPNER AND MARY NOA (aka MARY NOA KEMPNER)

Any interested party who Jails to file and serve a written response to this' motion within 21 days after the dllte of service stated in this motion shall, pursuant to Local Rule 9013-l(D), be deemed to have consented to the entry of an order in the form attached to this motion. Any scheduled hearing may then be canceled.

Herbert Stettin ("Stettin" or "Trustee"), the Chapter 11 Trustee of Rothstein Rosenfeldt

Alder, P.A. ("RRA" or "Debtor"), pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy

Procedure, files this Motion to Approve Settlement and Release Between The Chapter 11 Trustee,

Robin Kempner and Mary Noa (aka Mary Noa Kempner) ("Kempner" and "Noa Kempner'')

(the "Motion") seeking approval of a settlement between the Trustee, Robin Kempner and Mary

Noa (aka Mary Noa Kempner) ("Kempner" and "Noa Kempner") (together with the Trustee,

"the Parties"), and in support states:

Background

!. This case was commenced as an involuntary chapter 11 proceeding on November

10,2009, by four petitioning creditors (the "Bankruptcy Case"). [D.E. 1].

1 The address and last four digits of the taxpayer identification number of the Debtor, Rothstein Rosenfeld! Adler, P.A., is 6600 NW 16th Street, Suite 11, Plantation, FL 33313 (TIN 7961).

3516758-1



3. On November 20, 2009 this Court entered an order directing the appointment of a







date to various parties.

5. On October 25, 2010, the Trustee commenced an adversary proceeding, 10-03670-

BKC ("Adversary") against Robin Kempner by filing a Complaint to Avoid and Recover

Fraudulent Transfers of Property pursuant to§§ 544, 548 and 550 of the Bankruptcy Code, and

§§726.105 and 726.106 of the Florida Statutes and Rule 7001 of the Federal Rules of

Bankruptcy Procedure [Adv. D.E. I] (the "Complaint") seeking return of alleged fraudulent

payments made by the Debtor to or for the benefit of Robin Kempner and/or Mary Noa Kempner

in the amount of approximately $620,000.00 (the "Demand Amount").

6. On November 8, 2010, the Trustee filed his Amended Complaint (the "Amended

Complaint") adding the following parties, Mary Noa (aka Mary Noa Kempner), Bank of

America, N.A., and Suntrust Bank, N.A. to the instant action (D.E. 4).

7. On December 7, 2010, Kempner filed her answer to the Amended Complaint [D.E.

13]. On December 30, 2010, Noa Kempner filed her answer to the Amended Complaint [D.E.

18].

3516758-1

I

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8. Following informal discussions between the Trustee, Kempner and Noa Kempner, the

parties have reached a comprehensive settlement agreement. The terms of the Settlement are

fully set out in the Settlement Agreement (the "Settlement Agreement") attached hereto as

Exhibit "A" and summarized below.

9. Filed simultaneously with this Motion, the Trustee files a Notice of Stipulation of

Dismissal with Sun Trust Bank.

Terms of Settlement

10. The Trustee, Robin Kempner and Mary Noa (aka Mary Noa Kempner) have

reached a resolution of the outstanding issues raised in the Adversary (the "Settlement"), as

follows:

a. Kempner and Noa Kempner shall assign, convey and turnover in fee simple

absolute, by general warranty deed (attached as Exhibit A to the Settlement Agreement) to the

Trustee all right, title and interest in the real property located at 591 NE 5th Street, Pompano

Beach, Florida 33060 ("the Settlement Payment"). Kempner and Noa Kempner shall remain

obligated to pay complete consideration to Sun Trust Bank to satisfy in full; the Revolving Line

of Credit Mortgage dated September 3, 2010, and recorded on September 28, 2010. The

Settlement Payment is a repayment of amounts which RRA paid directly or indirectly to

Kempner and Noa Kempner and does not constitute a fme or penalty.

b. On the Effective Date, as defmed in the Settlement Agreement, Kempner and Noa

Kempner shall be deemed to have fully, fmally and forever released, relinquished, discharged

and waived any and all claims, causes of action, costs, damages, expenses, remedies, whether

now known or unknown,· and whether pending or not yet asserted, contingent or non-contingent,

liquidated or unliquidated, matured or umnatured, which they individually or jointly, have or

3516758-1


may have had against RRA, the Trustee and the Trustee's attorneys and accountants, relating in

any manner whatsoever, directly or indirectly to RRA, its business and operations, the

Bankruptcy Case and the Claims. However, nothing herein shall operate or otherwise be

construed to operate as a release or discharge of any of the obligations of the Trustee under the

Settlement Agreement.

c. On the Effective Date, as defined in the Settlement Agreement, the Trustee on

behalf of RRA and the RRA bankruptcy estate, shall be deemed to have fully, finally, and

forever relinquished, discharged, and waived any and all claims, causes of action, costs,

damages, expenses, remedies, whether now known or unknown, and whether pending or not yet

asserted, contingent or non-contingent, liquidated or unliquidated, matured or unmatured, which

the Trustee on behalf of RRA and the RRA bankruptcy estate has or may have had against

Kempner and Noa Kempner, individually or jointly, their attorneys and accountants, relating in

any manner whatsoever, directly or indirectly, to RRA, its business and operations, the

Bankruptcy Case and the Claims. However, nothing herein shall operate or otherwise be

construed to operate as a release or discharge of any of the obligations of Kempner or Noa

Kempner under the Settlement Agreement.

11. If this Settlement Agreement is not approved by the Court, the parties will

return to the status quo ante and reserve all rights with respect to the Settlement.

Relief Requested and Basis Therefor

12. The Trustee seeks approval of the Settlement pursuant to Rule 9019 of the

Federal Rules of Bankruptcy Procedure.

13. Rule 9019(a) provides that, after notice and a hearing, a court may approve a

proposed settlement of a claim. The decision of whether or not to approve a compromise is

3516758·1

l

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I


within the sound discretion of the court. In re Chira, 367 B.R. 888, 896 (S.D. Fla. 2007) citing

In re Air Safety Intern., L.C., 336 B.R. 843, 852 (S.D. Fla. 2005); In re Arrow Air, Inc., 85 B.R.

886 (Bankr. S.D. Fla. 1988).

14. In passing on proposed settlements, the Court must determine whether a

proposed settlement is fair and equitable. In re Chira, 367 B.R. at 896 (S.D. Fla. 2007). The

Court must evaluate whether the compromise falls below the "lowest point in the range of

reasonableness." In re S&IInvestments, 421 B.R. 569, 583 (Bankr. S.D. Fla. 2009) citing In re

Bicoastal Corp., 164 B.R. 1009, 1016 (Bankr. M.D. Fla. 1993); In re Arrow Air, Inc., 85 B.R. at

886 (Bankr. S.D. Fla. 1988).

15. The Eleventh Circuit, in In re Justice Oaks II, Ltd., 898 F.2d 1544, 1549,

provided additional guidance regarding whether a settlement should be approved, and

established a four-part test:




and delay necessarily attending it; and

d. The paramount interest of the creditors and a proper deference to their


16. The Trustee submits that the proposed Settlement overwhelmingly satisfies the

Justice Oaks standard.

17. The Settlement provides the Trustee with an opportunity to efficiently settle

significant claims of the estate on favorable terms against a party capable of fmancing the costs

3516758-1


of protracted litigation, from trial and through the exhaustion of appellate remedies, and will

provide the Debtor's estate with a significant recovery.


necessary. It is also anticipated that, due to the positions advanced by both sides, the costs

associated with litigating this matter through trial and the exhaustion of appellate remedies

would be significant.


caused by litigating with Kempner and Noa Kempner would not be in the best interest of the

Debtor's estate.


resolution set forth in the attached Settlement Agreement is in the best interest of the Debtor's

estate and the creditors of the estate.

WHEREFORE, the Trustee respectfully requests the entry of an order in substantially

the same form of the order attached as Exhibit "B", (i) granting this Motion, (ii) approving the


Dated: April 1, 20 11.

351675&-l


BERGER SINGERMAN, P.A. Attorneys for the Trustee, Herbert Stettin Berger Singerman, P.A. 350 East Las Olas Blvd., Suite 1000 Fort Lauderdale, Florida 33301 Main Line: (954) 525-9900 Facsimile: (954) 523-2872

By: Is/ Charles H Lichtman Charles H. Lichtman Fla. Bar No. 501050 [email protected]

'

•'

•


Stefanic C. Moon Fla. Bar No. 0074195 [email protected]


I CERTIFY that a true and correct copy of the foregoing was served via the Court's

CM/ECF system to all registered users in this case and via Regular U.S. Mail, postage prepaid, '·

fax, email and/or overnight delivery, as indicated, upon all parties on the attached Service List

this 1st day of April, 2011.

3516758-1

By: Is/ Charles H Lichtman Charles H. Lichtman



Marianella Morales, Esquire Authorized Agent For Joining Creditors A venida Francisco de Miranda Torre Provincial "A" Piso 8 Caracas, Venezuela (VIA CM/ECF and EMAIL)

John H. Genovese, Esq. Robert F. Elgidely, Esq. Theresa M.B. Van Vliet, Esq. Genovese Joblove & Battista, PA Bank Of America Tower at International Place 100 S.E. 2nd Street, Suite 4400 Miami, Florida 33131 (VIA CM/ECF and EMAIL)

Kendall Coffey, Esq. Coffey Burlington, Office in the Grove Penthouse 2699 South Bayshore Drive Miami, Florida 33133 [email protected] (VIA CM/ECF and EMAIL)

The Honorable Herbert M. Stettin One Biscayne Tower Suite 3700 Two South Biscayne Boulevard Miami, Florida 33131 (VIA U.S. MAIL and EMAIL)

John G. Bianco, Esq. John M. Mulli, Esquire Tripp Scott 110 Southeast Sixth Street Fifteenth Floor Fort Lauderdale, Fl. 3330 I [email protected] (VIA CMIECF and EMAIL)

2441794-1

Alison W. Lehr, Esq. Grise! Alonso, Esq. Assistant United States Attorney 99 N.E. 4th Street, 7th Floor Miami, Florida 33132 Alison.Lehr@usdoj .gov [email protected] (VIA CMIECF and EMAIL)

Jeffrey R. Sonn, Esq. Sonn & Erez, PLC Broward Financial Center 500 E. Broward Boulevard Suite 1600 Fort Lauderdale, Florida 3 3 3 94 [email protected] (VIA CM/ECF and EMAIL)

Office of the US Trustee 51 Southwest First Avenue Suite 1204 Miami, Florida 33130 (VIA CM/ECF and EMAIL)

Thomas Tew, Esq. Tew-Cardenas, LLP Four Seasons Tower 15th Floor 1441 Brickell Avenue Miami, Florida 33131-3407 [email protected] (VIA CM/ECF and EMAIL)

Conrad & Scherer, LLP 633 South Federal Highway Fort Lauderdale, FL 33301 [email protected] [email protected] (VIA CMIECF and EMAIL)

•

' Case 09-34791-RBR Doc 1588 Filed 04/01/11 Page 9 of 31


Michael D. Seese, Esq. Hinshaw & Culbertson, LLP 1 E Broward Blvd Ste 1010 Ft Lauderdale, Florida 33301 [email protected] (VIA CM/ECF and EMAIL)





Special Asst. U.S. Attorney IRS District Counsel I 000 S. Pine Island Rd., Ste 340 Plantation, FL 33324-3906 (Via U.S. Mail)


2441794-1 2

Honorable Jeffrey H. Sloman, Acting U.S. Attorney 99 NE 4th Street Miami, Fl 33132 (Via U.S. Mail)

Daniel Mink OvadiaLevy c/o Renato Watches, Inc 14051 NW 14th Street Sunrise, Florida 33323 (Via U.S. Mail)

William George Salim, Jr. Moskowitz Mandell & Salim 800 Corporate Dr Ste 51 0 Fort Lauderdale, Florida 33334 [email protected] (VIA CM!ECF and EMAIL)

US! Attn: Anthony Gruppo 200 West Cypress Creek Road Suite 500 Fort Lauderdale, FL 33309 [email protected] (VIA EMAIL)

Marc Nurik, Esq. 1 East Broward Blvd Suite 700 Fort Lauderdale, FL 3 3 3 01 [email protected] (VIA EMAIL)

BAST AMRON LLP SWlTrust International Center One Southeast Third Avenue Suite 1440 Miami, Florida 33131 [email protected] [email protected] (VIA CM!ECF and EMAIL)



Mark Bloom, Esq. John B. Hutton, Esq. Greenberg Traurig, LLP 333 Avenue of the Americas, Suite 4400 Miami, FL 33131-3238 [email protected] [email protected] (VIA CM/ECF and EMAIL)

Robert D. Gritton, Esq. Burman, Gritton, Luttier & Coleman 303 Banyan Blvd., Suite 400 West Palm Beach, FL 33401 [email protected] (VIA CM!ECF and EMAIL)

Roth & Scholl Attn: Jeffrey C. Roth, Esq. Attorneys For Creditor Blue Capital Us East Coast Properties, L.P. 866 South Dixie Highway Coral Gables, Fl33146 [email protected] (VIA CM/ECF and EMAIL)

Rogers, Morris & Ziegler, LLP 1401 East Broward Blvd Suite 300 Fort Lauderdale, FL 33301 [email protected] (VIA CM/ECF and EMAIL)

Arthur C. Neiwirth, Esq. One E. Broward Blvd., Suite 1400 Ft. Lauderdale, FL 33301 [email protected] (VIA CM!ECF and EMAIL)

2441794·1 3

The Florida Bar Adria E. Quintela, Esq. Alan Anthony Pascal, Esq. Lake Shore Plaza II 1300 Concord Terrace, Suite 130 Sunrise, FL 33323 [email protected] [email protected] (VIA CM/ECF and EMAIL)

Micheal W. Moskowitz, Esq. 800 Corporate Drive, Suite 500 Ft. Lauderdale, FL 33234 mmoskowitz@,mmsslaw.com (VIA CM/ECF and EMAIL)

Francis L. Carter, Esq. Katz Barron Squitero Faust 2699 S. Bayshore Drive, 7th Floor Miami, Florida 33133 [email protected] (VIA CM/ECF and EMAIL)

Bradley S. Shraiberg, Esq. 2385 NW Executive Drive Suite 300 Boca Raton, Florida 33431 [email protected] (VIA CM/ECF and EMAIL)

HenryS. Wulf, Esq. CARLTON FIELDS, P.A. 525 Okeechobee Blvd., Suite 1200 West Palm Beach, Florida 33401 E-Mail: [email protected] (VIA CM/ECF and EMAIL)

EMESS Capital, LLC c/o Bruce A. Katzen, Esq. 20 I S. Biscayne Blvd., 17th Floor Miami, Florida 33131 E-Mail: [email protected] [email protected] (VIA CM/ECF and EMAIL)

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Ira Sochet, Trustee Revocable Intervivos Trust of Ira Sochet c/o Phil Hudson, Esq. 200 South Biscayne Blvd, Suite 3600 Miami, Florida 33130 E-Mail: [email protected] (VIA CM!ECF and EMAIL)

Coquina Investments c/o Patricia A. Redmond, Esq. 1 SO West Flagler Street, Suite 2200 Miami, Florida 33130 E-Mail: [email protected] (VIA CM!ECF and EMAIL)

Michael I. Goldberg, Esq. Las Olas Centre - Suite 1600 350 East Las Olas Blvd Fort Lauderdale, FL 33301 E-Mail: [email protected] [email protected] (VIA CM!ECF and EMAIL)

LMB Funding Group c/o Robert C. Purr, Esq. 2255 Glades Road, Suite 337W Boca Raton, Florida 33431 E-Mail: [email protected] (VIA CM!ECF and EMAIL)

Lawrence A. Gordich, Esq. Melissa Alagna, Esq. SEGALLIGORDICH P.A. 801 Brickell Avenue, Suite 900 Miami, Florida 33131 Email: [email protected] Email: [email protected] (VIA CMIECF and EMAIL)

Broward County Attn: Hollie N. Hawn, Esq. Government Center 115 South Andrews Avenue Fort Lauderdale, FL 33301 E-Mail: [email protected] (VIA CM!ECF and EMAIL)

2441794-1 4

Steven J. Solomon, Esq. Gray Robinson, P.A. 1221 Brickell Ave, Suite 1600 Miami, Florida 33131 E-Mail- steven.solomon@grayrobinson.com (VIA CMIECF and EMAIL)

Peter F. Valori, Esq. DAMIAN & VALOR! LLP 1000 Brickell Avenue, Suite I 020 Miami, FL 33131 E-mail: [email protected] (VIA CMIECF and EMAIL)

Canon Financial Services, Inc. 158 Gaither Drive, #200 Mount Laurel, NJ 08054 (Via US Mail)

CIT Technology Financing Services I, LLC 1020 I Centurion Parkway North Jacksonville, FL 32256 (Via US Mail)



Florida Department of Revenue 501 S. Calhoun Street Room201 Carlton Building Tallahassee, FL 32399 (Via US Mail)



Leon County Tax Collector 315 S. Calhoun Street Suite 210 Tallahassee, FL 32301 (Via US Mail)

Miami-Dade County Tax Collectors 140 West Flagler Street, 14th Floor Miami, FL 33130 (Via US Mail)

Palm Beach County Tax Collector P.O. Box 3715 West Palm Beach, FL 33402-3715 (Via US Mail)

THE LAW OFFICES OF GEOFFREY D. ITTLEMAN, P.A. 440 North Andrews Avenue Fort Lauderdale, Florida 33301 (Via US Mail)

Carpenter & Berger, PL 6400 N. Andrew Ave, suite 370 Fort Lauderdale, FL 33309 (Via US Mail)

Frank F. McGinn, Esq. Bartlett Hackett Feinberg, P.C. 155 Federal Street, 9th Floor Boston, MA 0211 0 [email protected] (VIA CM!ECF and EMAIL)

Darol H. M. Carr, Esq. 99 Nesbit Street Punta Gorda, FL 33950 [email protected] (VIA CM!ECF and EMAIL)

Jane A. Bee, Esq. Blank Rome LLP 130 North 18th Street Philadelphia, PA 19103-6998 [email protected] (VIA EMAIL)

2441794-1 5

Roderick F. Coleman, Esq. 400 South Dixie Highway, Suite 121 Boca Raton, FL 33432 [email protected] (VIA CM!ECF and EMAIL)

MarkS. Haltzman, Esq. Larnm Rubenstone, LLC 3600 Horizon Blvd, Suite 200 Trevose, PA 19053 [email protected] (VIA CM!ECF and EMAIL)

Robert C. Busche!, Esq. 100 S.E. Third Ave, Suite 1300 Fort Lauderdale, FL 33394 [email protected] (VIA CM/ECF and EMAIL)


MELAND RUSSIN & BUD WICK, P.A. 3000 Wachovia Financial Center 200 South Biscayne Boulevard Miami, Florida 3 3131 Attn: James C. Moon, Esq. [email protected] Attn: Peter D. Russin, Esq. [email protected] Attn: Michael S. Budwick, Esq. [email protected] (VIA CM/ECF and EMAIL)

Gary S. Blake, Esq. 1499 W. Palmetto Park Rd Suite 300 Boca Raton, FL 33486 [email protected] (VIA CM!ECF and EMAIL)

J



Melinda S. Thornton, Esq. Assistant County Attorney County Attorney's Office 2810 Stephen P. Clark Center 111 N.W. First Street Miami, Fl 33128-1993 Email: [email protected] (VIA CM/ECF and EMAIL)

SLATKIN & REYNOLDS, P.A. Attorneys for Russell Adler and Katie Adler One East Broward Boulevard, Suite 609 Fort Lauderdale, Florida 33301 Telephone 954.745.5880 Facsimile 954.745.5890 [email protected] (VIA CM/ECF and EMAIL)

ASSOULINE & BERLOWE, P.A. 213 East Sheridan Street, Ste. 3 Dania Beach, FL 33004 Attn: Eric N. Assouline, Esq. [email protected] (VIA CM/ECF and EMAIL)

Steven J. Reisman, Esq. CURTIS, MALLET-PREVOST, COLT & MOSLE LLP 101 Park Avenue New York, NY 10178-0061 E-mail: [email protected] (Via Email and U.S. Mail)

Turner P. Smith, Esq. CURTIS, MALLET-PREVOST, COLT & MOSLE LLP 101 Park Avenue New York, NY 10178-0061 E-mail: [email protected] (Via Email and U.S. Mail)


2441794-1 6

New York, NY 10178-0061 E-mail: [email protected] (Via Email and U.S. Mail)

ILEANA CRUZ BONGINI, ESQ. [email protected] STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. Coquina Investments Museum Tower, Suite 2200 !50 West Flagler Street Miami, Florida 33130 (VIA CM/ECF and EMAIL)

Lynn Maynard Gollin [email protected] Gordon & Rees LLP Four Seasons Tower 15th Floor 1441 Brickell Avenue Miami, FL 33131 (VIA CM!ECF and EMAIL)

PaulJ.McMahon,Esq. Paul Joseph McMahon, P.A. 2840 S.W. Third Ave Miami, Florida 33129 [email protected] (VIA CMIECF and EMAIL)

Robert P. Avolio, Esq. Crossroads Corporate Center 3150 Brunswick Pike, Ste. 120 Lawrenceville, NJ 08648 [email protected] (Via Email and U.S. Mail)

Mark S. Shipman, Esq. 20 Batterson Park Road, Suite 120 Farmington, CT 06032 [email protected] (Via Email and U.S. Mail)



Heather L. Ries, Esq. Fox Rothschild, LLP 222 Lakeview Ave, Suite 700 West Palm Beach, Fl 33401 [email protected] (VIA CM!ECF and EMAIL)


the FEP Victims Group, Miami Tower, 100 SE 2nd Street, 27th Floor, Miami, Florida 33131 [email protected] (VIA CM/ECF and EMAIL)

Michael Paris, Esq. William C. Nystrom, Esq. Nystrom, Beckman & Paris, LLP Counsel for FEP & the FEP Victims Group 10 Saint James Avenue, 16th Floor Boston, MA 02116 [email protected] [email protected] (Via Email and U.S. Mail)

Scott L. Baena, Esq. Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, Suite 2300 Miami, FL 33131-3238 [email protected] (VIA CM!ECF and EMAIL)

Alberta L. Adams, Esq. Mills Paskert Divers 100 North Tampa Street, Suite 2010 Tampa, Florida 33602 [email protected] (VIA CM!ECF and EMAIL)

James B. Sowka, Esq. SEYFARTH SHAW LLP 131 South Dearborn Street, Suite 2400 Chicago, Illinois 60603 Email: [email protected] (VIA CM!ECF and EMAIL)

2441794-l 7

David C. Christian IT, Esq. SEYFARTHSHAWLLP 131 South Dearborn Street, Suite 2400 Chicago, Illinois 60603 Email: [email protected] (VIA CM/ECF and EMAIL)

David M. Levine, Esq. Levine Kellogg Lehman Schneider & Grossman, LLP 201 S. Biscayne Blvd, 34th Floor Miami, Florida 33131 Email: [email protected] (VIA CM/ECF and EMAIL)

Timothy W. Volpe, Esq. John T. Rogerson, Ill, Esq. Caroline Prieto, Esq. Volpe, Bajalia, Wickes, Rogerson & Wachs, P.A. 501 Riverside Ave, 7th Floor Jacksonville, FL 32202 (Via U.S. Mail)

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3516758-l


EXHIDIT "A"

SETTLEMENT AGREEMENT


SETI'LEMENT AGREEMENT

This Settlement Agreement ("Agreement"), is entered into between and among Herbert

Stettin, in his capacity as Chapter II Trustee ("Stettin" or "Trustee") of the bankruptcy estate of

Rothstein Rosenfeld! Adler, P.A. (''RRA" or the "Debtor"), in Case No. 09-34791-RBR (the

"Bankruptcy Case"), pending in the United States Bankruptcy Court for the Southern District of

Florida (the "Court") and Robin Kempner and Mary Noa (aka Mary Noa Kempner) ("Kempner"

and "Noa Kempner"); and the Trustee, Kempner and Noa Kempner are collectively referred to as

the "Parties.',

WHEREAS, on November !0, 2009 (the "Petition Date"), an involuntary bankruptcy

case was filed against RRA [D.E. #1] under Chapter 11 of Title 11 ofthe United States Code

(the "Bankruptcy Code"). On November 20, 2009, the Court entered an order directing the

appomtment of a Trustee [D.E. #30] and the United States Trustee's office selected Stettin as the

Trustee in this case [D.E. #35]. On November 25, 2009, the Court ratified Stettin's appointment

as Trustee [D.E. #55]. The Court entered an Order for Relief on November 30, 2009 [D.E. #66].

WHEREAS, on November 8, 2010, the Trustee filed an adversary proceeding against

Kempner, Bank of America, Noa Kempner and SunTrust Bank (Herbert Stettin v Robin

Kempner, et. al., Adv. Pro. No. 10-03670-BKC-RBR-A (the "Adversary Proceeding"). By the

Adversary Proceeding, the Trustee sought, among other relief, to avoid and recover damages for

certain fraudulent transfers and other causes of action (collectively referred to as the "Claims").

WHEREAS, the Trustee, Kempner and Noa Kempner have decided to settle the

Adversary Proceeding.

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WHEREAS, Kempner and Noa Kempner deny the allegations made by the Tn1stee in the

Adversary Proceeding and enter into this Agreement without admitting fault, liability or

wrongdoing whatsoever.

WHEREAS, the Parties agree that the foregoing recitals are true and correct, and

NOW, THEREFORE, in consideration of the mutual promises and releases contained

herein, and for other good and valnable consideration, the receipt and sufficiency of which is

hereby acknowledged, the Parties hereby agree as follows:

l. Settlement Payment: In full and final settlement of the Claims and any and all

other claims that could have been asserted against Kempner and Noa Kempner in an Adversary

Proceeding or in the Bankruptcy Case, and subject to Court approval of this settlement, Kempner

and Noa Kempner shall assign, convey and turnover in fee simple absolute, by general warranty

deed (in the form attached hereto as Exhibit A and incorporated by reference), to the Trnstee the

following: all right, title and interest in the real property located at 591 NE 5th Street, Pompano

Beach, Florida 33060 (''the Settlement Payment"). Kempner and Noa Kempner shall remain

obligated to pay complete consideration to SunTrust Bank to satisfy in full, the Revolving Line

of Credit Mortgage dated September 3, 2010, and recorded on September 28, 2010 in the Official

Records Book of the Public Records in Broward County, Florida prior to the Effective Date ( as

defined in paragraph 4 below). The Settlement Payment is a repayment of amounts which RRA

paid directly or indirectly to Kempner and Noa Kempner and does not constitute a fine or

penalty.

2. General Release of Claims by Kempner and Noa Kempner: On the Effective

Date (as defmed in paragraph 4 below), Kempner and Noa Kempner shall be deemed to have

fully, finally and forever released, relinquished, discharged and waived any and all claims,

2


causes of action, costs, damages, expenses, remedies, whe!her now known or unknown, and

whether pending or not yet asserted, contingent or non-contingent, liquidated or unliquidated,

matured or unmatured, which they individually or jointly, have or may have had against RRA,

!he Trustee and !he Trustee's attorneys and accountants, relating in any manner whatsoever,

directly or indirectly to RRA, its business and operations, !he Bankruptcy Case and the Claims.

However, no!hing herein shall operate or otherwise be construed to operate as a release or

discharge of any of the obligations of the Trustee under this Agreement.

3. Release of Claims by the Trustee: On the Effective Date (as defined in paragraph

4 below), the Trustee on behalfofRRA and the RRA bankruptcy estate, shall be deemed to have

fully, finally, and forever relinquished, discharged, and waived any and all claims, causes of

action, costs, damages, expenses, remedies, whether now known or unknown, and whether

pending or not yet asserted, contingent or non-contingent, liquidated or unliquidated, matured or

umnatured, which the Trustee on behalf of RRA and !he RRA bankruptcy estate has or may have

had against Kempner and Noa Kempner, individually or jointly, their attorneys and accountants,

relating in any manner whatsoever, directly or indirectly, to RRA, its business and operations,

!he Bankruptcy Case and !he Claims. However, nothing herein shall operate or otherwise be

construed to operate as a release or discharge of any of !he obligations of Kempner or Noa

Kempner under this Agreement.

4. Conditions Precedent and Effective Date. This Agreement shall become effective

on !he date when all of the following have been satisfied (the "Effective Date"):

(a) This Agreement shall have been executed by the Parties on the signature lines

below.

3


(b) The Court shall have entered an order approving this Agreement in substantially

the form of the proposed order attached hereto as Exhibit B, and such order shall have become a

Final Order. As used herein, a "Final Order" means an order or judgment of the Court which has

not been reversed, stayed, modified or amended and: (i) as to which the time to appeal or seek

reconsideration or rehearing thereof has expired; (ii) in the event of a motion for reconsidemtion

or rehearing is filed, such motion shall have been denied by an order or judgment of the Court; or

(iii) in the event of an appeal is filed and pending, such appeal shall have been denied and the

time in which to seek further review of the order approving the settlement shall have expired.

(c) Kempner and Noa Kempner shall have fully satisfied the Revolving Line of

Credit Mortgage dated September 3, 2010, and recorded on September 28, 2010 in the Official

Records Book of the Public Records in Broward County, Florida.

(d) Kempner and Noa Kempner shall have fully satisfied the property taxes for 2010.

(e) Kempner and Noa Kempner shall have assigned, conveyed and turned over in fee

simple absolute, by general warranty deed, to the Trustee all right, title and interest in the real

property located at 591 NE 5th Street, Pompano Beach, Florida 33060.

(f) Simultaneous with the execution of this Agreement, Kempner and Noa Kempner

shall execute an affidavit (in the form attached hereto as composite Exhibit C and incorporated

by reference), certifying under penalty of peljury that all financial documentation and disclosures

that they have provided upon the Trustee's request are complete, troe and accurate as of this date

and contained the following: (i) a description of all material assets then owned by Kempner and

Noa Kempner, individually, jointly and severally, specifying among other things, the type of

asset owned, the manner in which title to such asset is held, and Kempner and Noa Kempner's

good faith estimate of the approximate fair market value of each such asset, (ii) a schedule of all

4


liabilities of Kempner and Noa Kempner and each of them, whether contingent or fixed,

liquidated or unliquidated, including the party to whom the obligation is owed, and a description

of any collateral securing the repayment of each liability, if any, and (iii) a representation by

Kempner and Noa Kempner that during the one year period prior to the date that they executed

this Agreement, Kempner and Noa Kempner did not make any transfers for the purpose of

making themselves judgment proof, or for the purpose of defrauding any of their actual or

potential creditors (collectively the "Financial Statement"). The Trustee may take whatever

action he deems necessary and appropriate, in his sole discretion, to determine the accuracy of

the Financial Statement. If within one (1) year from the date the Court approves the Agreement

the Trustee discovers that (i) Kempner and Noa Kempner's net worth was materially greater than

that revealed prior to or on the date of execution of this Agreement, and (ii) Kempner and Noa

Kempner owned an asset with a value of $20,000 or greater that was not disclosed by them prior

to the date of execution of this Agreement, then the Trustee may take all action he deems

appropriate to obtain custody and title of said asset for the benefit of the RRA Estate.

5. Non-APProval. In the event tl)at this Agreement is not approved by the Court,

the Parties shall be returned to the status quo ante prior to their entry into this Agreement, and

this Agreement shall be deemed null and void. In addition, within ten ( 1 0) business days of such

non-approval, the Trustee shall return the Settlement Payment to Kempner and Noa Kempner.

6. Cooperation. The Parties will reasonably cooperate with each other in the event

that a request of documentation or information regarding RRA is made in the future.

7. Non-disparagement. None of the Parties to this Agreement (including their

respective counsel) shall disparage the other. Good faith enforcement of this Agreement shall

not be deemed to be disparagement.

5


8. No Admission. Nothing contained herein shall be deemed a representation or

admission of any fault or liability by Kempner and Noa Kempner as to any issue involved in the

Bankruptcy Case, or for any other purpose whatsoever.

9. Attomevs' Fees and Costs. Each Party shall bear his own attorneys' fees and costs

incurred in connection with the negotiation and documentation of this Agreement and the

Bankruptcy Case. In the event any litigation is necessary to enforce any term or performance of

this Agreement, the prevailing party in any such dispute shall be entitled to recover his or her

reasonable attorneys' fees and costs from the other.

10. Entire Agreement. This Agreement constitutes the entire agreement of the Parties

hereto regarding the subject matter hereof. Each of the Parties acknowledge and agree that there

are no communications or oral understandings contrary, different, or that in any way restrict this

Agreement and that all prior agreements or understandings within the scope of the subject matter

of this Agreement are superseded in all respects and are null and void upon the execution of this

Agreement.

11. Amendment. No waiver, modification or amendment of the terms of this

Agreement shall be valid or binding, unless made in writing, signed by each of the Parties and

then only to the extent as set forth in such written waiver, modification, or amendment.

12. Counterparts. The Parties may execnte this Agreement in counterparts, which

shall have the same force and effect as if the Parties had signed the same instrument. Signatures

transmitted by facsimile or email shall have the same effect as original signatures.

13. Retention of Jurisdiction. Any claim or litigation arising from or in connection

with this Agreement or the order approving it shall be exclusively maintained in the Court, and

6


the order approving this Agreement shall expressly provide that the Court shall retain jurisdiction

to enforce such order, as well as the terms of this Agreement.

14. Choice of Law. This Agreement shall be governed by, and construed and enforced

m accordance with the laws of the State of Florida, without regard to its conflict of law

principles.

15. Anproval Motion. The Parties and their counsel shall use their best efforts to

cause the Court to approve this Agreement and to effectuate the settlement on the stated terms

and conditions set forth herein.

16. Neutral Intemretation. In the event any dispute arises between the Parties with

regard to the interpretation of any term of this Agreement, each of the Parties shall be considered

collectively to be the drafting party and any rule of construction to the effect that ambiguities are

to be resolved against the drafting party, shall be inapplicable.

17. Advice of Counsel. The Parties acknowledge that they have been represented by

counsel of their own choice in the negotiations leading up to the execution of this Agreement and

that they have read this Agreement and have had the opportunity to receive an explanation from

legal counsel regarding the legal nature and effect hereof.

18. Binding Effect: This Agreement and its tenns shall be binding on the Trustee,

Kempner and Noa Kempner, along with their respective successors and assigns. The order

approving this Agreement shall be binding on the Trustee, Kempner and Noa.Kempner, their

respective successors and assigns, as well as on all persons and entities that get actual, negative,

or constructive notice of the Trustee's motion to approve this Agreement.

7

Case 09-34791-RBR Doc 1588 Filed 04/01/11 Page 23 of 31 MAR-21-11 MON 1~:57 HERBERT STETTIN,P.A. P.02

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!9, Pivisjono !171!! HeBdinos. The dlvls!Qil$ or lhl$ Aare~.mcnt Into ·~ctf(oni atld

!1111~tlons e,~d the 11~ or ~ptlo1ts a~d ~cadings In oonn~tlon ther~·.vith ere solely tbr

' oo~venl~nQe and ~11al,1 hove nQ l~i"l &ff~t In r,Qnstrulng the p{Dvilllons of tills AgrC~~ment.

20, £~jf§.\.$.. The ~l~S,Is 10 this Agrecm~nt are h?reby lnoorwro.t~ hq"'ln b~ \hie

IN wriNe:SS HI>RilOF, the 1111<lorsigned, b~log duly aulhorlze(l, ltavo Clll!~~d tl!is

AgrCGm~t to be CKCCU!¢11 on the daros shown b<.tklw:

Pe-&1\11¥"~:

Da!ed: "~ . __ Ut_rkt.. .--Pared: .J}(_;:?~ hr.. ..

8


This lnslrUm•nl prepared by and pleas; re/Ul'n lo: Marc S. ShuJ/er, Esq. Berger Singerman JSO East Las Olar Blvd., Suite 1000 Fori Laudm/4/e, Florida 33301 Tax Polio No.-----

GENERAL WARRANTY DEED

THIS GENERAL WARRANTY DEED is made effective on this 15th day ofMarch 2011, by each of Robin Kempner and Mary Noa Kempner, jointly and severally, ("Grantors"), whose address is 84-09 35th Avenue #SL, Jackson Heights, NY 11372, to Herbert Stettin, as Chapter II Trustee for the Bankruptcy Estate of Rothstein, Rosenfeldt & Adler, P .A. (''Grantee"), whose address is 6600 NW 16th Street, Suite II, Plantation, FL 33313. The terms "Grantors" and "Grantee" in this instrument include the respective successors and assigns of said parties.

WITNESSETH:

That Grantors, for and in consideration of the swn of One Hundred Dollars ($!00.00) to them in band paid by Grantee, the receipt whereof is hereby acknowledged, do hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee that certain property (the "Property") lying and being in Broward County, Florida, and more particularly described In the legal description and sketch attached as Exhibit "'A" hereto.

Subject only to that certain Bank of America Revolving Line of Credit Mortgage dated March IS, 2006 from Thomas P. Henry and Michelle D. Henry, husband and wife, in the amount of $25,000, and recorded on December 14,2006, in the Official Records Book 43273, at Page 620, of the Public Records of Broward County, Florida.

TOGETHER with all the tenements, hereditaments and appurtenances belonging or in any way appertaining to said Property.

TO HAVE AND TO HOLD the same in fee simple forever.

Grantors hereby covenant with said Grantee that Grantors tll'e lawfully se/.t.td of said Property in fee simple; that Grantors have good right and lawful authority to seU and convey said Property; and that Grant11n dtJ hereby warrant the title to said Property and will defend tlte same against the lawful claims of all persmJtJ wholfiStHWer.


IN WITNESS WHEREOF, the Granton hnve caused this General Warranty Deed lobe delivered the day and year :first above wrltte~~.

Signed, sealed 111111 delivered in the prese1100 of:

The tbregoing lnstri.UIWnl was acknowledged befure me this.lt ... day ofMatch 2011, by Him Kempner. ( ) who is personally known tn me or ( ..Ywho has produoed -------

as identification. r/;;:J/) ~O'r y UBLIG ( }~ h S!: (/~~

My Commission Expires:

2

Print~, 1\,J,..R ll · v' !h0Ax.-B\)11L [_ (SEAL)


STATE OF ______ )

COUNTY OF ___ _ )SS: )

The foregoing i.nsttument was acknowledged before me this .!a_ "'day of March 2011, by Robin Kemper, ( ) who is personally known to me or .(-- ) who has produced

0- :u/:;:__ttwf!/;vt Print: (/p~,lvt -4'-\/KtV!JTJ~

My Commission Ex.pires: (SEAL)

3

COMMONWEAL Tl1 Of _i'E~.h'!!•ti1~ ... rto~.t.trl!'iiS~""'- ~

CMlerine A. van pm,h·. '!.:.. · .•u: .. ~~, aty of fJhiladelphll!l, F'hl)uoJ,;:,:-' .:=:.~ f.JJuntv My CtlfllfJliss!un t:xp!ra.:._~~~: ?.5.~3013 ,_;

Member, Pcnnsvtvan\a ~U'Jn uf Nordnt ....

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AFFIDAVIT OF ROBIN KEMPNER

I, Robin Kempner, depose and say:

I. On November 8, 20 I 0, Herbert Stettin, in his capacity as Chapter II Trustee

("Stettin" or "Trustee") of the bankruptcy estate of Rothstein Rosenfeld! Adler, P .A. ("RRA" or

the "Debtor") pending in the United States Bankruptcy Court for the Southern District of Florida

(Case No. 09-34791-RBR), filed an adversary proceeding against myself, Mary Noa Kempner,

Bank of America, and Sun Trust Bank (Herbert Stettin v Robin Kempner, et. a!., Adv. Pro. No.

I 0-03670-BKC-RBR-A) (the "Adversary Proceeding").

2. Mary Noa Kempner and I have reached a proposed settlement with the Trustee to

settle the Adversary Proceeding. Pursuant to, and in furtherance of, the proposed settlement

agreement, I hereby certify and confirm that all information provided in the attached Financial

Statements is true and correct to the best of my personal knowledge, information and belief.

Sworn to and subsclibed before me, this yr'L._ day of~·, 2011

~ Robin Kempfl~


AFFIDAVIT OF MARY NOA KEMPNER

I, Mary Noa Kempner, depose and say:

I. On November 8, 20 I 0, Herbert Stettin, in his capacity as Chapter II Trustee

("Stettin" or ''Trustee") of the bankruptcy estate of Rothstein Rosenfeldt Adler, P .A. (''RRA" or

the "Debtor") pending in the United States Bankruptcy Court for the Southern District ofFJorida

(Case No. 09-34791-RBR), filed an adversary proceeding against myself, Robin Kempner, Bank

of America, and Sun Trust Bank (Herbert Stettinv IWbin&mpner, et. a/., Adv. Pro. No. 10-

0367Q-BKC·RBR-A) (the "Adversary Proceeding").

2. Robin Kempner and I have reached a proposed settlement with the Trustee to

settle the Adversary Proceeding. Pursuant to, and in furtherance of; the proposed settlement

agreement, I hereby certifY and confirm that all information provided in the attached Financial

Statements is true and correct to the best of my personal knowledge, information and belief.

Sworn to and subsclihed befure me, this /:t -{'C; -

day ofli\JI.U >, 2011

(;;

INRE:


EXHIBIT "B"





Debtor.

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ORDER GRANTING MOTION TO APPROVE SETTLEMENT AND RELEASE BETWEEN THE CHAPTER 11 TRUSTEE,

ROBIN KEMPNER AND MARY NOA (aka MARY NOA KEMPNER)

TIDS CAUSE came before the Court upon the Trustee's Motion to Approve Settlement

and Release Between The Chapter II Trustee and Robin Kempner and Mary Noa (aka Mary

Noa Kempner) [D.E. _](the "Motion") filed by the Trustee on April 1, 2011. The Court,

having reviewed the Motion and the Court file, having found that proper notice of the Motion

has been given and having been advised that no objections to or requests for hearing on the

Motion have been timely received by the Trustee or counsel or filed with the Court, finds it

appropriate to grant the Motion. Accordingly, it is-

3516758-1

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ORDERED as follows:

1. The Motion is GRANTED.



3. The Court shall retain jurisdiction over any matter or dispute arising from or

relating to the implementation of this Order.

4. The Trustee is authorized and empowered to execute and deliver any and all

instruments that may be required to effectuate the Settlement Agreement pursuant to the terms of

this Order.

Submitted by: Charles H. Lichtman, Esq. Berger Singerman, P.A. 350 East Las Olas Blvd. Suite 1000 Fort Lauderdale, Florida 33301 Main Line: (954) 525-9900 Facsimile: (954) 523-2872 [email protected]

Copy furnished to: Charles H. Lichtman, Esq.

###

(Charles H Lichtman is directed to serve this Order to all parties of interest and to file a Certificate of Service.)

3516758·1

045281

Form CGFD17 (1Q/15110)

lnre:

Rothstein Rosenfeldt Adler, PA 6600NW16St#11 Plantation, FL 33313

EIN: 01-0587961

United States Bankruptcy Court Southern District of Florfda

www.flsb.useourts.gov

RECEiVED OCi v • ~~··

Case Nui1iiM: ~R ChBP'f!'=ll*.UDERDALE OFFICI:::

NOTICE REGARDING FILING OF TRANSCRIPI' AND DEADLINE FOR FILING NOTICE OF INTENT OR MOTIONS TO REQUEST REDACTION OF TRANSCRIPI'

Notice is hereby given that an official transcript of a proceeding held on 8130111 has been filed on 9/27/2011 by the court reporter in the above captioned matter.

Pursuant to the "Bankruptcy Court Guidelines on Electronic Availability of Transcripts and Procadures for Transcript Redaction", the parties have until10104f2011 to file with the court a local form "Notice of Intent to Request Redaction of Transcript." Parties timely filing the local fom1 "Notice of Intent to Request Redaction of Transcripr shall, within 21 days of the date the transcript was docketed, unless otherwise ordered by the court, file a 'Statement of Personal Data Identifier Redaction Request• which shall indicate, by page and line number, the location of the personal data identifiers for which redaction is being requested.

Parties seeking to review the unredacted transcript filed with the court may either (1) purchase a copy of the transcript from the court reporter: Ouellette and Mauldin Court Reporters, 28 West Flagler St., Swte 808, Miami, Florida 33130, (305) 358-8875; or (2) view a copy of the transcript at no charge in any of the clerk's three divisional offices.

If a "Statement of Personal Data Identifier Redaction Request" is filed, the redacted transcript is due 1W2Bf2011.

Absent the filing of a timely motion related to redaction, or further order of the court, the transcript will be made available alter 1212112011 for remote electronic access and at the clerk's office public terminals for viewing and printing.

Dated: IW8/11 CLERK OF COURT By: Melva Weldgn Deputy Clerk

The clerk shall serve a copy of this notice on all case participants listed as appearances on the transcript.

37209045326018

Scott Walter RothsteinScott Walter RothsteinScott Walter RothsteinScott Walter Rothstein 2010-50,6562010-50,6562010-50,6562010-50,656Michele WrightMichele WrightMichele WrightMichele Wright to: Kenneth L. Marvin, Kenneth Bryk 10/05/2011 02:02 PM

History: This message has been forwarded.

Notice Regarding Filing of Transcript & Deadline for Filing.... 10/05/2011

- Object_27BB636_0.PDF

Michele LMichele LMichele LMichele L .... WrightWrightWrightWrightBranch Data Entry SpecialistBranch Data Entry SpecialistBranch Data Entry SpecialistBranch Data Entry SpecialistThe Florida BarThe Florida BarThe Florida BarThe Florida Bar ,,,, Lawyer RegulationLawyer RegulationLawyer RegulationLawyer RegulationFtFtFtFt.... Lauderdale Branch OfficeLauderdale Branch OfficeLauderdale Branch OfficeLauderdale Branch Officephonephonephonephone: (: (: (: (954954954954)))) 835835835835----0233023302330233 faxfaxfaxfax: (: (: (: (954954954954)))) 835835835835----0133013301330133 mwrightmwrightmwrightmwright@@@@flabarflabarflabarflabar ....orgorgorgorg

045281

Form CGFD17 (1Q/15110)

lnre:

Rothstein Rosenfeldt Adler, PA 6600NW16St#11 Plantation, FL 33313

EIN: 01-0587961

United States Bankruptcy Court Southern District of Florfda

www.flsb.useourts.gov

RECEiVED OCi v • ~~··

Case Nui1iiM: ~R ChBP'f!'=ll*.UDERDALE OFFICI:::

NOTICE REGARDING FILING OF TRANSCRIPI' AND DEADLINE FOR FILING NOTICE OF INTENT OR MOTIONS TO REQUEST REDACTION OF TRANSCRIPI'

Notice is hereby given that an official transcript of a proceeding held on 8130111 has been filed on 9/27/2011 by the court reporter in the above captioned matter.

Pursuant to the "Bankruptcy Court Guidelines on Electronic Availability of Transcripts and Procadures for Transcript Redaction", the parties have until10104f2011 to file with the court a local form "Notice of Intent to Request Redaction of Transcript." Parties timely filing the local fom1 "Notice of Intent to Request Redaction of Transcripr shall, within 21 days of the date the transcript was docketed, unless otherwise ordered by the court, file a 'Statement of Personal Data Identifier Redaction Request• which shall indicate, by page and line number, the location of the personal data identifiers for which redaction is being requested.

Parties seeking to review the unredacted transcript filed with the court may either (1) purchase a copy of the transcript from the court reporter: Ouellette and Mauldin Court Reporters, 28 West Flagler St., Swte 808, Miami, Florida 33130, (305) 358-8875; or (2) view a copy of the transcript at no charge in any of the clerk's three divisional offices.

If a "Statement of Personal Data Identifier Redaction Request" is filed, the redacted transcript is due 1W2Bf2011.

Absent the filing of a timely motion related to redaction, or further order of the court, the transcript will be made available alter 1212112011 for remote electronic access and at the clerk's office public terminals for viewing and printing.

Dated: IW8/11 CLERK OF COURT By: Melva Weldgn Deputy Clerk

The clerk shall serve a copy of this notice on all case participants listed as appearances on the transcript.

37209045326018

034931

ORDERED In the Southern District of Florida on

In re:

Raymond B. Ray, Judge UnHecl States Banlcruptcy CoiA't


www.flsb.uscourts.gov Broward Division

r~-iC FLORlDA UAI-'

:-I lAUDERDALE GFF!Gf~

ROTHSTEIN ROSENFELDT ADLER, PA,

Debtor(s).

Case No. 09·34791-BKC-RBR

Chapter 11

In re:

BANYON 1030-32, LLC,

Debtor(s).

Case No. 1 0-33691-BKG-RBR

Chapter?

Ceae No.10-33691-RBR])

THIS MATTER came before the Court without a hearing on September 29, 2011, on the

Trustee in Rothstein Rosenfeld! Adler's Motion to Consolidate Case(s) 10-33691 into Lead

Case 09-34791 [Case No. 09-34791-RBR at DE 1997; Case No. 10-33691-RBR at DE 182],

and it is ORDERED as follows:

1. The Motion is scheduled for a one (1) day evidentiary heertna on Octgbtr 17. 2011 at

10:00 A,M. in Courtroom 308, 299 East Broward Boulevard, Fort Lauderdale, Florida, 33301.

2. Responsive pleadings to the Motion shall be filed by October 12.2011.

37409034965019

3. The parties shall bring to the hearing the following. (A) An exhibit list showing the exhibits,

including deposition transcripts, intended to be offered as evidence at the hearing. See

Local Form 49. Movants and/or Plaintiffs shall mark their exhibits numerically. Respondents

and/or Defendants shall mark their exhibits alphabetically. (B) A set of pre-marked exhibits

to the Court and opposing Counsel and copies of relevant exhibits to the witness(es).

Finally, (C) Any witnesses.

a. Admissibility of Ellhibits. The parties shall confer on the admissibility of the exhibits

prior to the hearing, and shall announce on the record the exhibits they agree are

admitted into evidence, objected to, or withdrawn.

4. SybmiSsjons. At the conclusion of the hearing the Court, in lieu of final argument, may

request that each party submit a proposed memorandum opinion with findings of fact and

conclusions of law with a separate proposed final judgment, in word processing fonnat, to

the Court's electronic mailbox, [email protected].

###

The Clerk shall provide notice to all parties registered lor eieclronlc notice in case Nos. 09-34791 and 1CX!3691

034931 37409034965019


Form CGFCRD8 (1/26/11)

In re:

Rothstein Rosenfeld! Adler, PA 6600 NW 16 St #11 Plantat1on, FL 33313

El N 01-0587961

United States Bankruptcy Court Southern District of Florida

www.flsb.uscourts.gov

NOTICE OF EVIDENTIARY HEARING

r <=~ ;: t()R'J. \ ~3P.q ?! ~_,..IL'JEP~i,t._I_E CF!=!C~

NOTICE IS HEREBY GIVEN that an evidentiary hearing will be held on October 31, 2011 at 09:30AM, at the following location:

U.S. Courthouse, 299 E Broward Blvd #308, Ft Lauderdale, FL 33301

to consider the following:

Motion to Compromise Controversy with (I} Herbert Stettin as Chapter 11 Trustee of Rothstein Rosenfeldt Adler, P.A.; (II} George and Gayla Sue Levin; (Ill} Banyon 1030-32, LLC; and (IV} Related Banyon Entities Filed by Trustee Herbert Stettin (2010}

THE MOVANT, (OR MOVANT'S COUNSEL if represented by an attorney} SHALL SERVE A COPY OF THIS NOTICE OF HEARING and, unless previously served, the above-described pleading on all required parties within the time frames required by the Bankruptcy Rules, Local Rules, or orders of the Court, and shall file a certificate of service as required under Local Rules 2002-1 (F) and 9073-1 (B). Any party who fails to properly serve any pleadings or other paper may be denied the opportunity to be heard thereon.

PLEASE NOTE: Photo identification is required to gain entrance to all federal courthouse facilities. Electronic devices, including but not limited to cameras, cellular phones (including those with cameras), pagers, personal data assistants (PDA), laptop computers, radios, tape-recorders, etc., are not permitted in the courtroom, chambers or other environs of this court. These restrictions (except for cameras not integrated into a cell phone device} do not apply to attorneys with a valid Florida Bar identification card, attorneys who have been authorized to appear by pro hac vice order and witnesses subpoenaed to appear in a specific case. An attorney seeking entry to the Ft. Lauderdale courthouse facilities must also be admitted to practice in the Southern District of Florida or be authorized to appear by pro hac vice order. No one is permitted to bring a camera or other prohibited electronic device into a federal courthouse facility except with a written order signed by a judge and verified by the United States Marshal's Service. See Local Rule 5072-2.

Dated: 9/29/11 CLERK OF COURT By: Edy Gomez Courtroom Deputy

In re:

Case 09-34791-RBR Doc 2041 Filed 09/29/11

Raymond B. Ray, Judge United States Bankruptcy Court


www.flsb.uscourts.qov Broward Division

ROTHSTEIN ROSENFELDT ADLER, PA,

Debtor(s).

Case No. 09-34791-BKC-RBR

Chapter 11

----------------~' In re:

BANYON 1030-32, LLC, Case No. 10-33691-BKC-RBR

Debtor(s). Chapter 7

----------------~' ORDER SCHEDULING HEARING ON MOTION TO CONSOLIDATE AND

REQUIRING RESPONSE ([DE 1997 in Case No. 09-34791-RBR and DE 182 in Case No. 10-33691-RBR])

THIS MATTER came before the Court without a hearing on September 29, 2011, on the

Trustee in Rothstein Rosenfeld! Adler's Motion to Consolidate Case(s) 10-33691 into Lead

Case 09-34791 [Case No. 09-34791-RBR at DE 1997; Case No. 10-33691-RBR at DE 182),

and it is ORDERED as follows:

1. The Motion is scheduled for a one (1) day evidentiary hearing on October 17. 2011 at

10:00 A.M. in Courtroom 308, 299 East Broward Boulevard, Fort Lauderdale, Florida, 33301.

2. Responsive pleadings to the Motion shall be filed by October 12. 2011.


3. The parties shall bring to the hearing the following. (A) An exhibit list showing the exhibits,

including deposition transcripts, intended to be offered as evidence at the hearing. See

Local Form 49. Movants and/or Plaintiffs shall mark their exhibits numerically. Respondents

and/or Defendants shall mark their exhibits alphabetically. (B) A set of pre-marked exhibits

to the Court and opposing Counsel and copies of relevant exhibits to the witness( es ).

Finally, (C) Any witnesses.

a. Admissibility of Exhibits. The parties shall confer on the admissibility of the exhibits

prior to the hearing, and shall announce on the record the exhibits they agree are

admitted into evidence, objected to, or withdrawn.

4. Submissions. At the conclusion of the hearing the Court, in lieu of final argument, may

request that each party submit a proposed memorandum opinion with findings of fact and

conclusions of law with a separate proposed final judgment, in word processing format, to

the Court's electronic mailbox, [email protected].

###

The Clerk shall provide notice to all parties registered for electronic notice in Case Nos. 09-34791 and 10-33691

------------------------------ ------------------ ---- - --

In re:


oRD£RED in the Southern District of Florida on /21-' :JU1



CASE NO.: 09-34791-BKC-RBR

ROTHSTEIN ROSENFELDT ADLER, P.A. 1, CHAPTER 11

Debtor.

--------------------------~'

ORDER GRANTING TRUSTEE'S MOTION TO AMEND NOTICE PROCEDURES. LIMIT NOTICE. AND TO APPROVE FORM AND MANNER OF NOTICE

THIS MATTER came before the Court on the 22"d day of September 2011 at in Fort

Lauderdale, Florida upon the Trustee 's Motion to Amend Notice Procedures, Limit Notice, and to

Approve Form and Manner of Notice (the "Motion") [D.E. 1959] The Court, having determined

that the relief requested in the Motion is in the best interests of the Debtor, the estate, and

creditors and other parties in interest; and it appearing that adequate notice has been given, the

Court having jurisdiction over the subject matter of this Motion, and the Court finding good

1 The address and last four digits of the taxpayer identification number ofthe Debtor, Rothstein Rosenfeld! Adler, P.A., is Las Olas City Centre, 401 E. Las Olas Blvd, Suite 1650, Fort Lauderdale, Florida 33301 (TIN 7961).

3933151-1


cause for the approval of the Motion, it is

ORDERED as follows:

1. The Motion is GRANTED.

2. The Order Granting Chapter 11 Trustee's Motion to: (A) Approve Form and

Manner of Limited Notice and (B) Approve the Form and Manner of Notice of Commencement

("Original Order") [D.E. 206) and Order Granting Trustee's Ex-Parte Motion to Amend Order

Granting Chapter 11 Trustee's Motion to: (A) Approve Form and Manner of Limited Notice and

(B) Approve the Form and Manner of Notice of Commencement (the "Amended Order") [D.E.

#272) are hereby further AMENDED as follows:

Notwithstanding anything to the contrary in any prior order, the following parties shall

receive notice of Material Matters (as that term is defined in the Original Order [D.E. 206)):

(a) all parties on the Master Service List, set forth by Local Rule 2002-l(H)(l);

(b) all parties that have filed a proof of claim with either the Clerk of the Court or

Trustee Services, Inc.;

(c) all parties whose claims are listed on the Debtor's schedules but were not

required to file a proof of claim; and

(d) all parties directly affected by any relief the Trustee or any other creditor or

party in interest may seek in a motion or application filed in this case.

3. The Court approves the form of notice which is attached to the Motion as Exhibit

A (the "Form of Notice"). Such Form of Notice provides sufficient notice of the relief being

sought by the Trustee and adequately provides a mechanism to obtain a copy of the motion or

request for relief in a timely manner. The Trustee is AUTHORIZED to use the Form ofNotice

in lieu of providing a copy of any motion or request for relief. This relief is authorized for all

3933151-1


matters, without regard to the amount at issue or the relief sought, including but not limited to, (i)

motions seeking approval on negative notice, and (ii) motions seeking the entry of a bar order.

Submitted by: Paul Steven Singerman, Esq. BERGER SINGERMAN, P.A. 200 S. Biscayne Blvd., Suite 1000 Miami, FL 33131 Telephone: (305) 755-9500 Facsimile: (305) 714-4340 [email protected]

Copy furnished to: Paul Steven Singerman, Esq.

###

(Attorney Singerman is directed to serve this Order to all parties of interest and to file a Certificate of Service.)

39331 s 1·1

c t




In re: CASE NO.: 09-34791-BKC-RBR

ROTHSTEIN ROSENFELDT ADLER, P.A., CHAPTER II

Debtor.

----------------------------~/

NOTICE:

TAKE NOTICE: that Herbert Stettin, the Chapter II Trustee of Rothstein Rosenfeldt Adler

P.A.(the "Trustee") is seeking relief from the Bankruptcy Court in the Southern District of

Florida. This relief may affect your rights. A copy of the Trustee's motion [NAME AND D.E.

#OF MOTION] may be accessed free of charge from www.rra-bk.com. To access the motion:

select "docket and claims"; read and accept the disclaimer; make sure that the "docket search"

tab is selected (it is the middle one); insert the "docket number"; and press search.

Additionally, copies may be requested free of charge by contacting:

Isaac Marcushamer, Esq. 200 South Biscayne Boulevard Suite 1000 Miami, FL 33131 Telephone: (305) 755-9500 Fax: (305) 714-4340

miS IS THE ONLY NOTICE YOU WILL RECEIVE REGARDING THE RELIEF SOUGHT BY THE TRUSTEE.

3933151-1

UNITEDSTATESBANKRUPTCYCOURT SOUTHERN DISTRICT OF FLORIDA

FORT LAUDERDALE DIVISION www .flsb.uscourts.gov

Inre: CASE NO.: 09-34791-BKC-RBR


Debtor.

--------------------------~'

TAKE NOTICE: that Herbert Stettin, the Chapter 11 Trustee of Rothstein Rosenfeldt Adler

P.A.(the "Trustee") is seeking relief from the Bankruptcy Court in the Southern District of

Florida. This relief may affect your rights. A copy of the Trustee's Notice of Sale of Personal

Property [D.E. 2003] may be accessed free of charge from www.rra-bk.com. To access the

motion: select "docket and claims"; read and accept the disclaimer; make sure that the "docket

search" tab is selected (it is the middle one); insert the "docket number"; and press search.



THIS IS THE ONLY NOTICE YOU WILL RECEIVE REGARDING THE RELIEF SOUGHT BY THE TRUSTEE.

1 Please refer to the Order Granting Trustee's Motion to Amend Notice Procedures, Limit Notice, and to Approve Form and Manner of Notice [D.E. 2009], which can be obtained utilizing the same procedures listed above.

3950977·1

UNITEDSTATESBANKRUPTCYCOURT SOUTHERN DISTRICT OF FLORIDA

FORT LAUDERDALE DMSION www .flsb.uscourts.gov


ROTHSTEIN ROSENFElDT ADLER, P.A., CHAPTER 11

Debtor.

--------------------------~'

TAKE NOTICE: tbat Herbert Stettin, tbe Chapter 11 Trustee of Rothstein Rosenfeldt Adler

P.A.(tbe ''Trustee") is seeking relief from tbe Bankruptcy Court in tbe Southern District of

Florida. This relief may affect your rights. A copy of tbe Trustee's Notit:e of Sale of Personal

Property [D.E. 2003] may be accessed free of charge from www.rra-bk.com. To access tbe

motion: select "docket and claims"; read and accept tbe disclaimer; make sure tbat tbe '1docket

search" tab is selected (it is tbe middle one); insert tbe "docket number"; and press search.


Isaac Marcushamer, Esq. 200 Soutb Biscayne Boulevard Suite 1000 Miami, FL 33131 Telephone: (305) 755-9500 Fax:(305)714~340

THIS IS TilE ONLY NOTICE YOU WILL RECEIVE REGARPING THE RE!.IEf SOUGHT BY TilE TRUSTEE.


3950977-1


FORT LAUDERDALE DNISION www.flsb.uscourts.gov



Debtor.

--------------------------~'

TAKE NOTICE: that Herbert Stettin, the Chapter 11 Trustee of Rothstein Rosenfeldt Adler

P.A.(the ''Trustee") is seeking relief from the Bankruptcy Court in the Southern District of

Florida. This relief may affect your rights. A copy of the Motion to Substantively

Consolidate Alleged Debtor Banyon 1030-32, LLC with and into the Debtor's Bankruptcy

Estate Nunc Pro Tunc to November 30, 2009 [D.E. 1997] may be accessed free of charge from

www.rra-bk.com. To access the motion: select "docket and claims"; read and accept the

disclaimer; make sure that the "docket search" tab is selected (it is the middle one); insert the

"docket number"; and press search.



THIS IS THE ONLY NOTICE YOU WILL RECEIVE REGARDING THE RELIEF SOUGHT BY THE TRUSTEE.


3951145-1

The Florida Bar v. Scott W. Rothstein, 2010-50,656(09B)

Documents

Transcript of The Florida Bar v. Scott W. Rothstein, 2010-50,656(09B)