UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF ...€¦ · Suite 1000, Fort Lauderdale,...

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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

FORT LAUDERDALE DIVISION

www.flsb.uscourts.gov

IN RE: Chapter 11 Case

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

Debtor.

___________________________________/

DEBTOR’S APPLICATION FOR APPROVAL, ON AN INTERIM AND FINAL BASIS,

OF EMPLOYMENT OF BERGER SINGERMAN, P.A. AS COUNSEL FOR DEBTOR

IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE

Ruden McClosky P.A. (the “Debtor”), pursuant to 11 U.S.C. § 327(a), Fed. R. Bankr. P.

2014(a) and 2016, and Local Rules 2014-1(A) and 2016-1(A), hereby files this Debtor’s

Application for Approval, on an Interim and Final Basis, of Employment of Berger Singerman,

P.A. as Counsel for Debtor in Possession Nunc Pro Tunc to the Petition Date (the

“Application”) seeking approval on an interim and final basis of the employment of the law firm

of Berger Singerman, P.A. (“Berger Singerman”), to represent the Debtor in Possession as

general counsel in this case, nunc pro tunc to the Petition Date (as defined below). In support of

the Application, the Debtor relies upon the Declaration of Joseph J. Luzinski in Support of the

Debtor’s Chapter 11 Petition and Request for First Day Relief (the “First Day Declaration”) and

the Declaration of Paul Steven Singerman, on Behalf of Berger Singerman, P.A. as Proposed

Counsel for Debtor-In-Possession (“Singerman Declaration”), and respectfully represents the

following:

1 The address of the Debtor is 200 E. Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33301, and the

last four digits of the taxpayer identification number of the Debtor are 7357.

Case 11-40603-RBR Doc 7 Filed 11/01/11 of 30

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I. Jurisdiction

1. This Court has jurisdiction over this case pursuant to 28 U.S.C. §§ 157 and 1334.

This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A). Venue is proper in this District

pursuant to 28 U.S.C. § 1408. The statutory predicate for the relief requested herein is 11

U.S.C. § 327(a).

II. Background

2. On the date hereof (the “Petition Date”), the Debtor filed a voluntary petition for

relief under Chapter 11 of the Bankruptcy Code, 11 U.S.C. §§ 101-1532.

3. The Debtor is operating its business and managing its affairs as a debtor-in-

possession. 11 U.S.C. §§ 1107(a) and 1108.

4. For a detailed description of the Debtor and its operations, the Debtor respectfully

refers the Court and parties in interest to the First Day Declaration.

III. Relief Requested and Basis Therefor

5. The Debtor believes that it is in the best interests of its estate to retain Berger

Singerman as general counsel in this Chapter 11 case.

6. The Debtor believes that the attorneys of Berger Singerman are qualified to

practice in this Court and are qualified to advise the Debtor on its relations with, and

responsibilities to, the creditors and other interested parties.

7. The professional services that Berger Singerman will render include, but are not

limited to, the following:

(a) To give advice to the Debtor with respect to its powers and duties as

debtor-in-possession and the continued management of its business operations;


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(b) To advise the Debtor with respect to its responsibilities in complying with

the United States Trustee’s Operating Guidelines and Reporting Requirements and with the rules

of the Court;

(c) To prepare motions, pleadings, orders, applications, adversary

proceedings, and other legal documents necessary in the administration of this case;

(d) To protect the interests of the Debtor in all matters pending before the

Court; and

(e) To represent the Debtor in negotiations with its creditors and in the

preparation of a plan.

IV. Authority for Relief

8. The Bankruptcy Code allows a debtor, with the Court’s approval, to employ one

or more attorneys “that do not hold or represent an interest adverse to estate, and that are

disinterested persons.” 11 U.S.C. § 327(a).

9. To the best of the Debtor’s knowledge, except as disclosed in the Singerman

Declaration attached hereto as Exhibit “A,” neither Paul Steven Singerman (“Singerman”) nor

Berger Singerman has any connection with the creditors or other parties in interest or their

respective attorneys. As set forth in the Singerman Declaration, to the best knowledge of

Singerman, neither Singerman nor Berger Singerman represents any interest adverse to the

Debtor.

10. The Singerman Declaration, containing a verified statement as required under

Rule 2014 of the Federal Rules of Bankruptcy Procedure, is attached and demonstrates that

under these circumstances, Singerman and Berger Singerman are disinterested as required by

Section 327(a) of the Bankruptcy Code.


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I HEREBY CERTIFY that I am admitted to the Bar of the United States District Court

for the Southern District of Florida, and that I am in compliance with the additional

qualifications to practice before this Court as set forth in Local Rule 2090-1(A).

Dated: November 1, 2011 BERGER SINGERMAN, P.A.

Proposed Counsel for Debtor in Possession

200 S. Biscayne Boulevard, Suite 1000

Miami, FL 33131

Telephone: (305) 755-9500

Facsimile: (305) 714-4340

and

350 East Las Olas Boulevard, Suite 1000

Fort Lauderdale, FL 33301

Telephone: (954) 525-9900

Facsimile: (954) 523-2782

By: /s/ Paul Steven Singerman

Paul Steven Singerman

Florida Bar No. 378860

[email protected]

Leslie Gern Cloyd

Florida Bar No. 303305

[email protected]


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EXHIBIT “A”

(Singerman Declaration)






IN RE: Chapter 11 Case RUDEN McCLOSKY P.A.,1 Case No. 11-

Debtor. ___________________________________/

DECLARATION OF PAUL STEVEN SINGERMAN ON BEHALF OF BERGER

SINGERMAN, P.A. AS PROPOSED COUNSEL FOR DEBTOR-IN-POSSESSION

1. I am Paul Steven Singerman. I am an attorney and shareholder of the law firm of

Berger Singerman, P.A. (“Berger Singerman”). Our firm maintains offices for the practice of law at

200 South Biscayne Boulevard, Suite 1000, Miami, Florida 33131; 350 E. Las Olas Boulevard,

Suite 1000, Fort Lauderdale, Florida 33301; 125 South Gadsden Street, Suite 300, Tallahassee,

Florida 32301 and 2650 North Military Trail, Suite 240, Boca Raton, Florida 33431. I am familiar

with the matters set forth herein and make this Declaration in support of the Debtor’s Application

for Approval, on an Interim and Final Basis, of Employment of Berger Singerman, P.A. as Counsel

for Debtor in Possession Nunc Pro Tunc to the Petition Date (the “Application”).

2. In support of the Application, I disclose the following:

(a) Unless otherwise stated, this Declaration is based upon facts of which I have

personal knowledge.

(b) In preparing this Declaration, I reviewed a list of all of the creditors of the

Debtor, and non-debtor parties to executory contracts and unexpired leases with the Debtor, as

1 The address of the Debtor is 200 E. Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33301, and the last


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provided by the Debtor, as well as the results of a UCC search conducted by Berger Singerman in

respect of filings against the Debtor.2 I compared the information obtained thereby with the

information contained in our law firm’s client and adverse party conflict check index system. The

facts stated in this Declaration as to the relationship between other lawyers in our law firm and the

Debtor, the Debtor’s creditors, the United States Trustee, other persons employed by the Office of

the United States Trustee, and those persons and entities who are defined as disinterested persons in

Section 101(14) of the Bankruptcy Code are based on the results of my review of our firm’s conflict

check index system. Specifically, I have caused to be (i) conducted a computer search of our firm’s

records in respect of all of the names referred to in the first sentence of this paragraph 2(b) and (ii)

disseminated a written request for information to all of the attorneys in our firm regarding

connections to the Debtor and the creditors of the Debtor. Based upon such search, our firm does

not represent any entity in a matter which would constitute a conflict of interest or impair the

disinterestedness of Berger Singerman. Because Berger Singerman (formerly Berger Davis &

Singerman, P.A. and previously Berger & Davis, P.A.) has been in existence since 1985 and does not

maintain computerized records of all cases during those years, it is impossible to state with certainty

whether the firm has ever represented any existing creditor of the Debtor.

3. Berger Singerman’s client and adverse party conflicts check system is comprised of

records regularly maintained in the course of business of the firm and it is the regular practice of the

four digits of the taxpayer identification number of the Debtor are 7357. 2 Since Ruden McClosky P.A. (formerly Ruden, McClosky, Smith, Schuster & Russell, P.A. and previously

Ruden, Barnett, McClosky, Smith, Schuster & Russell, P.A.) has been in existence since 1959, Berger Singerman has not conducted a search of the names of current and former clients of Ruden McClosky P.A., as that would be an unmanageable and burdensome task. Accordingly it is impossible to state with certainty whether the Berger Singerman has ever represented or currently represents a former or existing client of the Debtor.


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firm to make and maintain these records. It reflects entries that are noted in the system at the time

the information becomes known by persons whose regular duties include recording and maintaining

this information. I am one of the persons who is responsible for the supervision of the department

of our firm which keeps this system up-to-date, and I regularly use and rely upon the information

contained in the system in the performance of my duties with the law firm and in my practice of

law.

4. A search of our firm’s conflicts check system revealed the following matters, none of

which impairs my or our firm’s disinterestedness or constitutes any conflict of interest:

a) Ruden McClosky P.A. (“Ruden” or the “Debtor”), through several lawyers,

including Michael R. Bakst, Esq., represents Soneet R. Kapila in his capacity as Chapter 7 trustee of

the Trafford Distributing Center, Inc. bankruptcy case pending before the Honorable A. Jay Cristol

(Case No. 11-23492-AJC). Berger Singerman serves as special litigation counsel to Mr. Kapila in

connection with the Trafford Distributing Center, Inc. Chapter 7 case, principally regarding a

pending adversary proceeding (Adv. Pro. No. 11-1999-AJC), which began as a lawsuit filed in

Broward County, Florida Circuit Court (Case No. CACE 11009808), against Ruden attorneys

Michael R. Bakst (“Mr. Bakst”) and George S. Fender (“Mr. Fender”), but was subsequently

removed to the United States Bankruptcy Court for the Southern District of Florida (the “Removed

Adversary”). Ruden is not a named defendant in the Removed Adversary. Berger Singerman

represents Ruden, and named Defendants Mr. Bakst and Mr. Fender regarding the Removed

Adversary and, in connection therewith, entered into an engagement letter dated May 31, 2011 with

each of Ruden, Mr. Bakst and Mr. Fender. The engagement letter provides, in part, that Ruden is

responsible for fees and costs incurred by Berger Singerman. The Order dated June 8, 2011


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approving the retention of Berger Singerman as special counsel to Mr. Kapila provides, in part, that

the Court approved Ruden’s agreement to pay Berger Singerman any unpaid fees or reimbursable

expenses incurred by Berger Singerman in connection with its representation. As of the date of this

Declaration, Berger Singerman has received payment of $4,574.20 from Ruden. Berger Singerman

will not accept any further payment of fees or expenses from Ruden. Berger Singerman will not seek

or accept any fees or reimbursement of expenses from Mr. Bakst or Mr. Fender either. Instead,

Berger Singerman shall look only to the Trafford bankruptcy estate to be paid any outstanding fees or

costs, or fees or costs that will be incurred in the future. For the avoidance of doubt, Berger

Singerman waives the right to seek payment of outstanding fees or reimbursement of expenses, or

fees or costs that will be incurred in the future, from Ruden, or from Mr. Bakst or Mr. Fender, in

connection with the foregoing representations;

b) Michael R. Bakst is a shareholder of Ruden. Berger Singerman represents, as

special counsel, Michael R. Bakst, in his capacity as Chapter 7 Trustee of the estate of Ali M. Jaferi,

Case No. 08-23903-BKC-PGH (the “Jaferi Bankruptcy Estate”), which is pending in the United

States Bankruptcy Court for the Southern District of Florida, before the Honorable Chief Judge Paul

G. Hyman, Jr. Further, Berger Singerman represents Michael R. Bakst, in his capacity as Chapter 7

Trustee of the Jaferi Bankruptcy Estate, in the state court case captioned CB Loan Purchase

Associates, LLC v. AJ Petroleum II, LLC, Flovest, LLC, BPS R.E. Holdings, LLC, VMD Financial

Services, Inc., Robert Half International, Inc., David Hayes, Rosalee Rogovin and Unknown Tenant;

Case No. 502008 CA 37372XXXXMB AW, which is pending in the Circuit Court of the Fifteenth

Judicial Circuit, in and for Palm Beach County, Florida. In addition, Michael R. Bakst has appeared

in cases or proceedings in which Berger Singerman has appeared, including, but not limited to, cases


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in which Berger Singerman represents debtors or creditors where Michael R. Bakst is the trustee.

Berger Singerman does not deem these representations to constitute conflicts in this case;

c) Berger Singerman has represented various clients whose interests may have

been adverse to Ruden in that they have incurred a debt to Ruden in matters that are wholly unrelated

to the instant bankruptcy case. In addition, Berger Singerman has worked and appeared in a number

of matters that are wholly unrelated to the instant bankruptcy case in which Ruden and its attorneys

have also been involved;

d) Soneet R. Kapila is listed as a notice party of the Debtor. In addition to the

representation of Mr. Kapila, as special litigation counsel, as disclosed in paragraph 4(a) above,

Berger Singerman also represents Mr. Kapila in his fiduciary capacities as (i) trustee; (ii) plan

administrator; and (iii) receiver, and (iv) in various bankruptcy and state court litigation matters that

are wholly unrelated to the instant bankruptcy case. In addition, Berger Singerman represents

various clients in matters that are wholly unrelated to the instant bankruptcy case, where Mr. Kapila

acts as the Chapter 7 trustee. Further, Berger Singerman represents a client in a litigation matter that

is wholly unrelated to the instant bankruptcy case, with respect to a post confirmation trust, wherein

Mr. Kapila was appointed examiner of the trust;

e) Wells Fargo Bank, N.A. is listed as a creditor of the Debtor. Berger

Singerman has represented Wells Fargo Bank, N.A. (f/k/a Wachovia Bank) in matters that are wholly

unrelated to the instant bankruptcy case. As of this date, Berger Singerman has no active

representations of Wells Fargo Bank, N.A. Further, Berger Singerman has represented Wells Fargo

Financial Leasing in matters that are wholly unrelated to the instant bankruptcy case. In addition,

Berger Singerman has represented a number of clients who are adverse to Wells Fargo Bank, N.A.


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Wachovia Bank, N.A. and Wells Fargo Finance in that they have incurred a debt to Wells Fargo

Bank, N.A., Wachovia Bank, N.A. and/or Wells Fargo Finance in matters wholly unrelated to the

instant bankruptcy case;

f) Ruden has retained, subject to the approval by this Court, the services of

Development Specialists, Inc. (“DSI”) to provide restructuring management services to the Debtor,

including providing the services of a Chief Restructuring Officer, Joseph J. Luzinski (the “DSI

Retention Application”). Joseph J. Luzinski (“Luzinski”) is a Senior Vice President at DSI and

heads DSI’s Miami office. In addition, Daniel J. Stermer (“Stermer”) is employed by DSI in its

Miami Office. Berger Singerman makes the following disclosures with respect to DSI, Luzinski, and

Stermer, each of which is wholly unrelated to the instant bankruptcy case and does not constitute a

conflict in this case or impair my or our firm’s disinterestedness:

(i) Berger Singerman represents Luzinski as the Plan Administrator of

HNI HoldCo, Inc. (f/k/a Medical Staffing Network Holdings, Inc.), et al.; Case No. 10-29101-BKC-

EPK, which is pending in the United States Bankruptcy Court for the Southern District of Florida,

before the Honorable Erik P. Kimball;

(ii) Berger Singerman represents HearUSA, Inc. (“HearUSA”) as debtor-

in-possession in the Chapter 11 case of In re HearUSA, Inc., Case No. 11-23341-BKC-EPK, which

is pending in the United States Bankruptcy Court for the Southern District of Florida, before the

Honorable Erik P. Kimball. DSI was retained in the HearUSA case to provide restructuring

management services to HearUSA, and Luzinski was appointed as HearUSA’s Chief Restructuring

Officer;

(iii) Berger Singerman represents Luzinski, first as Chapter 11 Trustee and


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now as Chapter 7 Trustee, in the case of In re National Gold Exchange, Inc. (“NGE”), Case No.

8:09-bk-15972-MGW, pending in the United States Bankruptcy Court for the Middle District of

Florida, before the Honorable Michael G. Williamson;

(iv) Berger Singerman represents Luzinski, as Assignee, in the Assignment

for the Benefit of Creditors case captioned In re Newport Operating Corp. (“Newport”),Case No. 11-

09661-CA-40, pending in the Circuit Court of the Eleventh Judicial Circuit, in and for Miami-Dade

County, Florida, before the Honorable Gill S. Freeman;

(v) Berger Singerman represents Luzinski, as Assignee, in the Assignment

for the Benefit of Creditors case captioned In re Fantasi International Corp. (“Fantasi”), Case No.

10-23528 CA 40, pending in the Circuit Court of the Eleventh Judicial Circuit, in and for Miami-

Dade County, Florida, before the Honorable Gill S. Freeman;

(vi) Berger Singerman represents Luzinski, as Chapter 11 Trustee of the

estate of In re Prestige Motorcar Gallery, Inc. (“Prestige”), Case No. 11-40011-LMK, pending in

the United States Bankruptcy Court for the Northern District of Florida, Tallahassee Division, before

the Honorable Lewis M. Killian, Jr.;

(vii) Berger Singerman represents Luzinski as Chapter 11 Trustee of the

estate of In re Prestige Imports of Thomasville, Inc. (“Thomasville”), Case No. 11-40010-LMK,

pending in the United States Bankruptcy Court for the Northern District of Florida, Tallahassee

Division, before the Honorable Lewis M. Killian, Jr.;

(viii) Berger Singerman represented Luzinski, as Receiver of defendants,

T.M.C. Marketing, Inc. and John Pacheco (Office of the Attorney General, Department of Legal

Affairs, State of Florida vs. T.M.C. Marketing, Inc. d/b/a The Millionaire’s Club and John Pacheco,


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Case No. 97-19036(08)) in a State Court action. This case was closed in 1999;

(ix) Berger Singerman represented Pam Am Liquidating Corporation in a

post confirmation Chapter 11 liquidating trust. Luzinski was appointed as the Chief Executive

Officer and President of Pam Am Liquidating Corporation during that time. This case was closed in

2004;

(x) Berger Singerman represented two entities called KLLM, Inc. and

KLLM Transport Services, Inc. (the “KLLM Entities”). Luzinski and his colleagues at DSI, acting

as fiduciaries for a division of the State of New York Department of Insurance (in its capacity as the

assignee of an entity affiliated with Bernard Ebbers) were involved in the governing body of KLLM

and directed Berger Singerman’s work as counsel to the KLLM Entities. Berger Singerman’s

representation of KLLM has been terminated;

(xi) Berger Singerman represents an equity holder in the Chapter 11

bankruptcy case of In re LP Watch Group, Inc. (“LP Watch”), Case No. 10-29919-JKO, pending in

the United States Bankruptcy Court for the Southern District of Florida, before the Honorable John

K. Olson. DSI was retained to provide restructuring management services to LP Watch, and

Luzinski was appointed as its Chief Restructuring Offer;

(xii) Berger Singerman represents Stermer as Receiver of defendants, Relief

Group International, LLC, Auto Relief Group, LLC, Auto Relief Group II, LLC; Auto Relief Group

10, LLC; Royal Telco, LLC; Heartland Trust, LLC; Royal Telco II, LLC and all other entities

operated, controlled or otherwise associated with those defendants’ activities in the state court case

captioned Office of the Attorney General, Department of Legal Affairs, State of Florida v. Relief

Group International, LLC, Auto Relief Group, LLC, Auto Relief Group II, LLC, Auto Relief Group


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10, LLC, Royal Telco, LLC, Royal Telco II, LLC, Heartland Trust LLC, John J. Boyle, and John J.

Boyle III; Case No. 10-25743, pending in the Circuit Court of the Seventeenth Judicial Circuit, in

and for Broward County, Florida;

(xiii) Berger Singerman represents Stermer as Receiver over certain real

property which is the subject of the state court case captioned TBOM Mortgage Holding, LLC v.

Cassandra Canty, John Doe #1, Unknown Tenant in Possession, and Jane Doe #1, et al.; Case No.

CACE 10003052 (14), pending in the Circuit Court of the Seventeenth Judicial Circuit, in and for

Broward County, Florida;

(xiv) Berger Singerman represents Stermer as Assignee in the Assignment

for the Benefit of Creditors case captioned In re Peer Center, Inc.; Case No. 09-15728 CACE 05,

pending in the Circuit Court of the Seventeenth Judicial Circuit, in and for Broward County, Florida;

(xv) Berger Singerman currently represents and has represented Stermer as

the Receiver in various state court proceedings pending in the Circuit Court of the Seventeenth

Judicial Circuit, in and for Broward County, Florida, as well as a removed proceeding pending in the

United States District Court for the Southern District of Florida;

(xvi) Stermer was formerly employed as an associate attorney in Berger

Singerman’s Fort Lauderdale office, and has not been employed by Berger Singerman since 2000;

(xvii) Berger Singerman has worked on a number of matters that are wholly

unrelated to the instant bankruptcy case in which DSI has been involved, both as co-advisor and as

an advisor or a fiduciary to an adverse party;

(xviii) In addition to the matters listed above, Berger Singerman has

represented past and current DSI team members in their fiduciary capacities in connection with


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wholly unrelated maters. Further, in the past, Berger Singerman has represented creditors and other

parties in interest in matters adverse to DSI and/or Luzinski and/or Stermer. Finally, certain lawyers

with our firm are personal friends of Mr. Luzinski, Mr. Stermer, and other of their colleagues at DSI;

and

(xix) Finally, I and other Berger Singerman lawyers and staff members are

personal friends of a number of DSI principals and employees.

g) United Way of Broward County is listed as a creditor or notice party of the

Debtor. Berger Singerman represents United Way of Broward County in matters that are wholly

unrelated to the instant bankruptcy case;

h) Jewish Federation of Broward County is listed as a creditor or notice party of

the Debtor. Berger Singerman represents Jewish Federation of Broward County in a matter that is

wholly unrelated to the instant bankruptcy case;

i) Arent Fox LLP is listed as a creditor or notice party of the Debtor. Berger

Singerman represents Arent Fox LLP in a matter that is wholly unrelated to the instant bankruptcy

case;

j) Gibraltar Private Bank and Trust is listed as a creditor or notice party of the

Debtor. Berger Singerman represents Gibraltar Private Bank and Trust in matters that are wholly


k) Florida Department of Financial Services is listed as a creditor or notice party

of the Debtor. Berger Singerman represents Florida Department of Financial Services in matters

that are wholly unrelated to the instant bankruptcy case;

l) St. Thomas Aquinas High School is listed as a creditor or notice party of the


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Debtor. Berger Singerman represents St. Thomas Aquinas Performing Arts in matters that are wholly


m) Akerman Senterfitt (“Akerman”) is listed as a creditor or notice party of the

Debtor. Berger Singerman currently represents Michael I. Goldberg, a shareholder at Akerman, as

the Court appointed receiver for various entities in connection with a state court action pending in

the Circuit Court for the 11th Judicial Circuit, in and for Miami-Dade County, Florida, which is

wholly unrelated to the instant bankruptcy case. In addition, Berger Singerman formerly represented

Mr. Goldberg as the receiver for DB Atlanta, LLC, in connection with the Chapter 11 bankruptcy

case of In re DB Atlanta, LLC, Case No. 08-11293-RAM, which was pending in the United States

Bankruptcy Court for the Southern District of Florida. In addition, Berger Singerman has

represented a number of clients who are adverse to Akerman in that they have incurred a debt to

Akerman in matters that are wholly unrelated to the instant bankruptcy cases. Further, certain

professionals employed by Akerman may have been and are presently involved in cases in which

Berger Singerman was and is also involved. Finally, I and other Berger Singerman lawyers and staff

members are personal friends of a number of Akerman lawyers and staff members;

n) Robb & Stucky Limited LLLP (“Robb & Stucky”) is listed as a notice party of

the Debtor. Berger Singerman represents Robb & Stucky Limited LLLP as the Debtor-in-Possession

in Case No. 8:11-02801-CED, which is pending in the United States Bankruptcy Court for the

Middle District of Florida, before the Honorable Caryl E. Delano. Ruden was not listed as a creditor

or party in interest in the Robb & Stucky case, and did not file a Proof of Claim in the Robb &

Stucky case;

o) There are numerous creditors or parties in interest of the Debtor which have


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been creditors of, or adverse to, other entities represented by Berger Singerman in cases and matters

wholly unrelated to the instant bankruptcy case. These entities are: American Arbitration

Association, American Cancer Society, Alternative Legal Copy Service, Inc., Ambius, Inc., American

Law Institute, AMPCO System Parking, American Heart Association Greater Southeast Affiliate,

American Lung Association, American Express, American Express Travel, American Express Travel

Related Services, American Heart Association, American Planning Association, AT&T, AT&T

Mobility, Aspen Publishers, Attorney’s Title Insurance Fund, Inc., Attorney’s Title Insurance

Company, Aroma Coffee Service, AT&T Advertising Solutions, Avita Coffee & Provision, Bank of

America, N.A., BellSouth, Board of County Commissioners, Bluegreen Corporation, Branch Banking

& Trust Company a/k/a BB&T, Bright House Networks, Boys & Girls Club, Broad and Cassel,

Bradley Specialties, Broward County Property Appraiser’s Office, Broward County, Broward

County Tax Collector, Brown & Brown of Florida, Inc., Cambridge Transportation, CDW Direct,

LLC, Century Link, CCH Incorporated, Choice Reporting Services, Inc., Cintas Document

Management, Chicago Title Insurance Company, Chartis, City of Boca Raton, City of Coral

Gables, City of Doral, City of North Miami, City of Plantation, City of Pompano Beach, City of Fort

Lauderdale, City of Miami, City of Sunrise, City of St. Petersburg, City of Deerfield Beach, City of

West Palm Beach, City of Orlando, City of Dania Beach, City of Pembroke Pines, City of

Tallahassee, Clerk of Circuit Court, Clerk of Courts, Clerk of the Courts – Miami-Dade County,

Clerk of the Court of Broward County, Collier County Tax Collector, Comcast, Commonwealth

Land Title Insurance Company, Coca-Cola Enterprises, Coverall North America, Inc., CorpDirect

Agents, Costco, CSC, D&B, Daily Business Review, Day-Timers, Inc., Department of Revenue, Doris

Maloy, Tax Collector, Doug Belden, Tax Collector, CT Corporation Systems, Crystal Springs,


13

Department of State, Dell Financial Services, Dell Marketing LP, Division of Corporations, Dixie

Blueprint Services, Inc., EDP Supply South, Inc., Esquire Deposition Services, EverBank, First

American Title Insurance Company, Fedex, Fidelity National Credit, Fidelity National Title

Insurance Company, First United Bank, Florida Cancer Specialists, Florida Department of State,

Florida Department of Revenue, Florida Department of Health, Florida U.C. Fund, Florida Power

& Light Co., Florida Trend, Florida Today, Muzak, Florida Property Search, Inc., Ford Motor

Credit Co., LLC, Focus Four LLC d/b/a Muzak of West Palm Beach, Equifax Information Services,

FIA Card Services, Florida Department of Transportation, Fisher & Phillips LLP, Florida Bankers

Association, Google, Inc., Grand Bank & Trust of Florida, GrayRobinson, P.A., Greater Boca Raton

Chamber of Commerce, Guardian Life Insurance Co., Healthport, Greenberg Traurig, P.A., IKON

Office Solutions, Hillsborough County Tax Collector, Home Depot, Hometown News, Huckleberry

Notary Bonding, Inc., IBI Group, Inc., Iberia Bank, Internal Revenue Service, Iron Mountain, J.P.

Morgan Chase Bank, N.A., Jack Brown & Associates, James Publishing, Inc., Kids in Distress,

Kenny Nachwalter, P.A., Kaufman, Rossin & Company, Kmart, Matthew Bender & Co., LexisNexis,

Martin County Clerk of Court, Lawyers Title Insurance, Mediation, Inc., March of Dimes, Matson-

Charlton Surety Group, Memorial Hospital West, Miami-Dade County, Nova Southeastern

University, Merrill Lynch, Miami-Dade County Tax Collector, Milner, Inc., National Notary

Association, Network Reporting Corporation, Modular Mailing System, Ocala Star-Banner, Mutual

of Omaha, Office Depot, Old Republic Title Insurance Co., Oracle, Orange County Tax Collector,

Orlando Sentinel, OJF Services, Inc., Palm Beach County, Palm Beach County Tax Collector, Palm

Beach County Property Appraiser, Paetec, Ouellette & Mauldin, Palm Beach County Board,

PACER Service Center, PepsiAmericas, Postmaster, PNC Bank, Premiere Global Services, Platinum


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Plus for Business, Publix, Quality Water Supply, Regions Bank, Rock Legal Services &

Investigations, Unum Provident, Florida Department of Financial Services, Recall Secure

Destruction, Reliance Standard, Register of Deeds, Sam’s Club, Salmon & Dulberg, Safeguard

Business Systems, Sears Credit, Scripps Treasure Coast, Secretary of State, Shutts & Bowen, South

Florida Business Journal, Signs By Tomorrow, Society for Human Resource, Supermedia, State of

Florida, Standard Parking, Standard Coffee Service, Staples, State of Michigan, Stearns Weaver

Miller Weissler Alhadeff & Sitterson, P.A., St, Lucie County Tax Collector, State Street Bank and

Trust Company, St. Petersburg Times, St. Lucie Chamber of Commerce, Sun-Sentinel, T-Mobile,

SunTrust, Palm Beach County Tax Collector, Taylor Morrison, Inc., Teachers Insurance and

Annuity Association of America, Town of Davie, Sweetapple, Broeker & Varkas, P.L., Home Depot,

The New York Times Company, Palm Beach Post, The Huntington National Bank, School Board of

Broward County, SunTrust Bank, Tax & Accounting – R&G, Toojay’s, Thomson CompuMark,

Tigerdirect, Thompson Publishing Group, Inc., United Healthcare Insurance Company, US

Bancorp, Town of Davie, United Bank, Triangle Fire, Inc., United Healthcare of Florida, Inc.,

Tropical Reporting, Inc., U.S. Legal Support, United States Treasury, Unum Life Insurance Co.,

United States Postal Service, Unum Provident, Universal Court Reporting, Inc., Urban Land

Institute, UPS, Verizon, Verizon Florida LLC, Verizon Wireless, Verizon Business, Veritext Florida

Reporting Co., Verizon Florida, Inc., US Bancorp, U.S. Postal Service, Weiss, Serota, Helfman,

Pastoriza, Cole & Boniske, P.A. f/k/a Weiss, Serota, Helfman, Pastoriza & Guedes, Wachovia Bank,

N.A., Wells Fargo, Wachovia, Wells Fargo Finance, Xerox Corporation, Xerox Capital, Wall Street

Journal, Wolters Kluwer and Zimmer Deputla;

p) There are numerous creditors or parties in interest of the Debtor which Berger


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Singerman has formerly represented in entirely unrelated matters, but in respect of which Berger

Singerman presently has no active representations. These parties include American Express,

American Express Travel, Alan M. Routman, M.D., Anti-Defamation League of B’Nai B’Rith, AT&T,

Bank of America, BellSouth, Broward County Bar Association, City of Pompano Beach, City of Fort

Lauderdale, City of Miami, City of Tallahassee, City of Miramar, CT Corporation System, First

Union National Bank of Florida, Greater Fort Lauderdale Tax Council, Markborough Florida, Inc.,

PNC Bank, Pulte Home Corporation, Qwest, Qwest Communications, Regions Bank, Standard

Coffee Service, Sun Sentinel, SunTrust Bank, Stearns Weaver, The Broward Alliance, The Kelley

Law Firm, University of Miami, Verizon Business, Wal-Mart Stores, Inc. and Yarnall Warehouse,

Inc.;

q) Individuals by the names of Andrew Gordon, Anthony DuBois, Anthony Davis,

Armando Lacasa, Barrington Staples, Bernard F. Pettingill, Jr., PhD., Bruce Goorland, Christopher

D. Moore, David Bernstein, David Wood, Debra A. Johnson, James O’Connor, Jr., Jennifer

Robinson, Joseph M. Wortley, Harry Smith, Harry E. Smith, Joe Miller, Marvin Rosen, Steve M.

Anderson, Steve Anderson, Robert Chase, Robert Schwartz, Mark Grant, Mary M. Morgan, Samuel

Fields, Thomas Brown and Valerie Staples (collectively, the “Individuals”) are listed as creditors or

parties in interest of the Debtor. Berger Singerman has represented third parties in wholly unrelated

matters whose interests may have been adverse to one or more of the Individuals. It is impossible for

our firm to confirm with certainty that the individuals associated with the third party representations,

are the same Individuals listed as creditors or parties in interest of the Debtor;

r) Individuals by the names of Stephen Brown, Thomas Brown, Marvin S.

Rosenblatt, David K. Blattner and Debra M. Johnson are listed as creditors or notice parties of the


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Debtor. Berger Singerman formerly represented individuals by the same names. It is impossible for

our firm to confirm with certainty that the Stephen Brown, Thomas Brown, Marvin S. Rosenblatt,

David K. Blattner and Debra M. Johnson that were formerly represented by Berger Singerman are

the same individuals that are creditors or parties in interest of the Debtor;

s) Individuals by the names of Laz L. Schneider, Audrey Foy, Marci Shaffer,

Monica Lazarus and Meris Villalona were previously employed by Ruden (formerly Ruden,

McClosky, Smith, Schuster & Russell, P.A. and previously Ruden, Barnett, McClosky, Smith,

Schuster & Russell, P.A.) and are currently employed by Berger Singerman;3

t) Greenspoon Marder, P.A. (“Greenspoon”) is listed as a creditor of the Debtor.

Greenspoon is also the proposed purchaser of substantially all of the Debtor’s assets. Individuals

by the names of Veronica Leon, Roseann Casiano and Rida Lee Alston were previously employed by

Greenspoon, and are presently employed by Berger Singerman. 4 In addition, the Chief Financial

Officer of Greenspoon, Scott Ross, is personally known by and to Paul A. Avron, an attorney at

Berger Singerman who is working on the instant bankruptcy case. Further, Berger Singerman has

represented clients who are adverse to Greenspoon in that they have incurred a debt to Greenspoon

in matters that are wholly unrelated to the instant bankruptcy case. Finally, Berger Singerman may

have appeared in the past in matters in which Greenspoon has also appeared;

u) Berger Singerman represents privately held as well as public companies in out

3 Due to the confidential nature of this case, Berger Singerman did not inquire of its employees regarding any

connection any of them may have to the Debtor until mid-afternoon on October 31, 2011. Berger Singerman will supplement this Declaration to disclose additional employees of Berger Singerman who were formerly employed by Ruden and additional connections Berger Singerman employees have to the Debtor, if any. 4 Due to the confidential nature of this case, Berger Singerman did not inquire of its employees regarding any

connection any of them may have to Greenspoon until mid-afternoon on October 31, 2011. Berger Singerman will supplement this Declaration to disclose additional connections Berger Singerman employees


17

of court and restructuring matters (the “Non-Debtor Clients”). Several creditors of the instant Debtor

may be creditors of one or more of our firm’s Non-Debtor Clients. Berger Singerman’s

representation of the Non-Debtor Clients does not impair Berger Singerman’s disinterestedness or its

ability to represent the Debtor in this case.

5. Berger Singerman submits that none of the foregoing representations or connections

constitutes a conflict of interest or in any way impairs its disinterestedness in this case.

6. Other than as set forth in this declaration, Berger Singerman neither holds nor

represents any interest adverse to the Debtor and is a “disinterested person” within the scope and

meaning of Section 101(14) of the Bankruptcy Code.

7. Neither I nor our firm has or will represent any other entity in connection with this

case, and neither I nor our firm will accept any fee from any other party or parties in this case,

except the Debtor-in-Possession, unless otherwise authorized by the Court.

8. On October 19, 2011, the Debtor retained Berger Singerman to act as its counsel in

connection with insolvency and restructuring matters. Since that date, Berger Singerman has

provided pre-petition insolvency and restructuring services to the Debtor.

9. On October 19, 2011, Berger Singerman received an initial retainer from the Debtor

in the amount of $75,000.00 (the “Initial Retainer”), which was deposited into the trust account of

Berger Singerman. On October 31, 2011, Berger Singerman applied the Initial Retainer in payment

of its pre-petition fees and expenses.

10. In addition, on October 31, 2011, Berger Singerman received an additional retainer

from the Debtor in the amount of $150,000.00 (the “Bankruptcy Retainer”), which was deposited

have to Greenspoon, if any.


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into the trust account of Berger Singerman. Berger Singerman will hold the Bankruptcy Retainer

as security for the fees and costs that may be awarded to it by the Court in this case.

11. The professional fees and costs incurred by Berger Singerman in the course of its

representation of the Debtor in this case shall be subject in all respects to the application and notice

requirements of 11 U.S.C. §§ 327, 330 and 331 and FRBP 2014 and 2016.

12. The current hourly rates for the attorneys at Berger Singerman range from $225.00 to

$625.00. The current hourly rates of Paul Steven Singerman and Leslie Gern Cloyd, the

shareholders who will be principally responsible for Berger Singerman’s representation of the

Debtor, are $595.00 and $555.00, respectively, and the current hourly rates of the of-counsel and

associate attorneys who will work on this matter range from $225.00 to $455.00 per hour. The

current hourly rates for the legal assistants and paralegals at Berger Singerman range from $75.00 to

$195.00. Berger Singerman typically adjusts its hourly rates annually on January 1st.

13. There is no agreement of any nature, other than the shareholder agreement of our

firm, as to the sharing of any compensation to be paid to the firm. No promises have been received

by Berger Singerman nor any member, or associate thereof as to compensation in connection with

this case other than in accordance with the provisions of the Bankruptcy Code.

14. No attorney in our firm holds a direct or indirect equity interest in the Debtor,

including stock or stock warrants, or has a right to acquire such an interest.

15. No attorney in our firm is or has served as an officer, director or employee of the

Debtor within two years before the Petition Date.

16. No attorney in our firm is in control of the Debtor or is a relative of a general partner,

director, officer or person in control of the Debtor.


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17. No attorney in our firm is a general or limited partner of a partnership in which the

Debtor is also a general or limited partner.

18. No attorney in our firm is or has served as an officer, director or employee of a

financial advisor that has been engaged by the Debtor in connection with the offer, sale or issuance

of a security of the Debtor, within two years before the Petition Date.

19. No attorney in our firm has represented a financial advisor of the Debtor in

connection with the offer, sale or issuance of a security of the Debtor within three years before the

filing of the petition.

20. No attorney in the firm has any other interest, direct or indirect, that may be affected

by the proposed representation.

21. Except as forth herein, no attorney in our firm has had or presently has any material

connection with the captioned Debtor, the Debtor’s creditors, any other party in interest or their

respective attorneys and accountants, the United States Trustee, or any person employed in the

Office of the United States Trustee (but the undersigned and many employees of Berger Singerman

have personal relationships and friendships with attorneys at the Office of the United States Trustee

in the Southern District of Florida), on any matters in which the firm is to be engaged, except that I,

our law firm, and our attorneys (i) may have appeared in the past, and may appear in the future, in

other cases in which one or more of said parties may be involved; and (ii) may represent or may

have represented certain of the Debtor’s creditors in matters unrelated to this case.

22. This concludes my Declaration.


3982626-2

EXHIBIT “B”

(Proposed Order)


3982729-1





IN RE: Chapter 11 Case

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

Debtor.

___________________________________/

INTERIM ORDER APPROVING THE EMPLOYMENT OF BERGER SINGERMAN,

P.A. AS COUNSEL FOR THE DEBTOR-IN-POSSESSION NUNC PRO TUNC TO

PETITION DATE

THIS MATTER came before the Court on the _____ day of November, 2011 at ___:___

___.m. in Fort Lauderdale, Florida, upon the Debtor’s Application for Approval, on an Interim and

Final Basis, of Employment of Berger Singerman, P.A. as Counsel for Debtor in Possession Nunc

Pro Tunc to the Petition Date (the “Application”) [D.E. ____], the Declaration of Joseph J. Luzinski

in Support of the Debtor’s Chapter 11 Petition and Request for First Day Relief (the “First Day

Declaration”) [D.E. ____], and the Declaration of Paul Steven Singerman, on Behalf of Berger

Singerman, P.A., as Proposed Counsel for Debtor-in-Possession (the “Singerman Declaration”)

1 The address of the Debtor is 200 E. Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33301, and the last

four digits of the taxpayer identification number of the Debtor are 7357.


2 3982729-1

attached to the Application as Exhibit “A.” The Application requests entry of an order, on an

interim and final basis, approving the Debtor-in-Possession’s employment of Berger Singerman,

P.A. to represent it as general counsel in this Chapter 11 case. The Court has jurisdiction over the

matters raised in the Application pursuant to 28 U.S.C. §§ 157 and 1334(b). This is a core

proceeding pursuant to 28 U.S.C. § 157(b)(2)(A). The relief requested in the Application is in the

best interests of the Debtor, its estate, and its creditors. The Singerman Declaration makes relevant

disclosures as required by Fed. R. Bankr. P. 2014 and Fed. R. Bankr. P. 2016. The Singerman

Declaration contains a verified statement as required by Fed. R. Bankr. P. 2014 demonstrating that

Paul Steven Singerman and Berger Singerman, P.A. are disinterested as required by 11 U.S.C. §

327(a), and the Court hereby finds that Singerman and Berger Singerman are disinterested. Pursuant

to 11 U.S.C. § 327(a), Fed. R. Bankr. P. 2014(a) and Local Rule 2014-1(A), the Court is authorized

to grant the relief requested in the Application. Upon the record herein, and after due deliberation

thereon good and sufficient cause exists for the granting of the relief as set forth herein.

Accordingly, it is hereby

ORDERED that:

1. The Application is APPROVED, on an interim basis.

2. The employment by the Debtor, as debtor-in-possession, of Berger Singerman, P.A.,

as general counsel, in this Chapter 11 case is APPROVED pursuant to 11 U.S.C. § 327(a), on an

interim basis, pending a final hearing as set forth below.

3. The employment of Berger Singerman, P.A. by the Debtor shall be nunc pro tunc to

the Petition Date.

4. Berger Singerman, P.A. shall apply for compensation and reimbursement of costs,

pursuant to 11 U.S.C. §§ 330 and 331, at its ordinary rates, as they may be adjusted from time to


3 3982729-1

time, for services rendered and costs incurred on behalf of the Debtor. Berger Singerman, P.A. will

apply for compensation and reimbursement of costs.

5. The Court shall conduct a final hearing (the “Final Hearing”) on the Application on

________________ ___, 2011 at ___:___ __.m., United States Bankruptcy Court,

299 E. Broward Boulevard, Courtroom 308, Fort Lauderdale, FL 33301.

6. Entry of this Interim Order is without prejudice to the rights of any party-in-interest to

interpose an objection to the Application, and any such objection will be considered on a de novo

standard at the Final Hearing.

7. This Court shall retain jurisdiction to hear and determine all matters arising from or

related to the implementation of this Order.

# # #

Submitted by:

Paul Steven Singerman, Esq.

BERGER SINGERMAN, P.A.

200 S. Biscayne Boulevard, 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 a copy of this Order upon all interested parties upon receipt

and file a Certificate of Service.)


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