GOE Lima, LLC

UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF OHIO
WESTERN DIVISION
In Re:
GOE Lima, LLC,
Debtor.
) 	Case No. 08-35508
)
) 	Chapter 11
)
)
) 	JUDGE MARY ANN WHIPPLE
ORDER APPROVING SECOND AND FINAL APPLICATION OF FROST BROWN TODD
LLC AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR
INTERIM FEES AND EXPENSES FOR THE PERIOD MAY 1, 2009 THROUGH SEPTEMBER 15,
2010 AND FOR FINAL APPROVAL OF ALL FEES AND EXPENSES
The court held a hearing on the Second and Final Application of Frost Brown Todd LLC as Counsel
for the Official Committee of Unsecured Creditors for Interim Fees and Expenses for the Period May 1,
2009 Through September 15, 2010 and For Final Approval of All Fees and Expenses Incurred in This
Chapter 11 Case (“the Final Application”)[Doc. #808]. The Final Application was filed on October 21,
2010. Notice of the Final Application, the relief requested in the Final Application, the objection deadline
on the Final Application and the hearing date on the Final Application was duly and properly given by
electronic means and by first class mail to those creditors and parties requesting and otherwise entitled to
notice. [Doc. ## 813, 835, 862, 863]. A timely objection to the Final Application was filed by Jack Chapman
and Cora Ann Chapman. [Doc. #860]. A representative of Applicant Frost BrownTodd LLC appeared by
telephone at the hearing. The Chapmans did not appear at the hearing.
The Final Application requests (1) allowance of attorneys’ fees ($164,145.75) and reimbursement
The court incorporates by reference in this paragraph and adopts as the findings
and orders of this court the document set forth below. This document has been
entered electronically in the record of the United States Bankruptcy Court for the
Northern District of Ohio.
Dated: February 15 2011
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of expenses ($6,038.79) for services rendered during the time period from May 1, 2009 though September
15, 2010, in the total aggregate amount of $170,184.54; (2) final approval and allowance of all fees
($317,159.00) and expenses ($9,797.40) for all services rendered and expenses incurred on behalf of the
Committee in the total aggregate amount of $326,956.40; and (3) authorization for payment of that portion
of the fees approved that have not already been paid on an interim basis.
The Chapmans’ objection is familiar and understandable to the court. They now have no prospect
of recovery through this case and have lost their money, yet at the same time they see lawyers and other
professionals getting paid, quite literally, hundreds of thousands dollars with the approval of the court. From
their viewpoint, this entire proceeding probably looks to have been run only for the benefit of the lawyers
and other professionals. While the court sympathizes with the Chapmans, and is always concerned about
preventing exactly that outcome, the issue they raise is addressed and resolved by the statutory payment
priorities that Congress has established in the Bankruptcy Code. The Bankruptcy Code expressly allows the
sometimes considerable expenses of administering a bankruptcy case, 11 U.S.C. § 503(b), like and including
lawyers’ fees, financial advisers’ fees, 	and accountants’ fees, 11 U.S.C. § 330, 	to be paid ahead of
unsecured pre-bankruptcy creditors and investors, see 11 U.S.C. § 1129(a)(9), and on an interim basis
while the case goes on, 11 U.S.C. § 331, before creditors get paid, if at all. 	The policy purpose of this
statutory priority for payment of fees and expenses ahead of creditors 	is to encourage qualified
professionals to work on bankruptcy matters to preserve assets for the benefit of and at a least a meaningful
possibility of recovery for creditors and investors. Without such a priority, realistically there would be no
commercial bankruptcy system and the real legal possibilities it offers to various dueling constituencies at
the outset of every bankruptcy case. After presiding over this case since its inception, the court obviously
cannot say that it ultimately helped the Chapmans. But it can say that it is also extremely unlikely that they
would have received any recovery had there not been a bankruptcy case and its attendant fees in the first
place. So while they have not been made better off by those fees, they likely have not been made worse off
either.
The court is familiar with the panoply of issues and pressures that have been involved from the
very beginning of this case. The lawyers and other professionals seeking approval of their fees and expenses
have done a good job and are entitled to be paid the amounts they ask for in full accordance with the
statutory priorities set by Congress in the Bankruptcy Code. As expressed in the standards of the statute,
the court has reviewed the Final Application and finds that the fees and expenses incurred represent
reasonable compensation for actual and necessary services rendered by Applicant in its role as Counsel to
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the Official Unsecured Creditors 	Committee. 11 U.S.C. § 330. The court will therefore 	overrule the
Chapmans’ objection and grant the Final Application.
For good cause shown,
IT IS ORDERED that:
1. The Final Application is hereby granted in its entirety.
2. The fees and expenses for services rendered during the time period from May 1, 2009 though
September 15, 2010 in the total aggregate amount of $170,184.54, representing allowance of attorneys’ fees
of $164,145.75 and reimbursement of expenses of $6,038.79, are allowed and approved.
3. All fees and expenses for services rendered on behalf of the Committee during the Final Fee
Application Period in the aggregate amount of $326,956.40, representing $317,159.00 in fees and $9,797.40
in expenses, are hereby allowed on a final basis.
4. The Liquidating Trustee is authorized to pay immediately from the Trust Administration Funds
the aggregate amount of $74,290.90, representing $68,252.11 in fees and $6,038.79 in expenses from the
Second Fee Application Period, and to pay the remaining unpaid fees from the Second Fee Application
period in the amount of $26,000 at the discretion of the Liquidating Trustee in accordance with the terms
of the Joint Plan along with other administrative expenses.
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