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 GRANTING FOURTH INTERIM AND FINAL APPLICATION OF TAFT,
STETTINIUS 	& 	HOLLISTER 	LLP, 	COUNSEL 	TO 	THE 	DEBTOR 	AND 	DEBTOR 	IN
POSSESSION, FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF
EXPENSES
The court held a hearing on the Fourth Interim and Final Application of Taft, Stettinius & Hollister
LLP (“Applicant”), as Counsel for the Debtor and Debtor in Possession for Allowance of Compensation
and Reimbursement of Expenses (“the Application”)[Doc. # 810]. The Application was filed on October
21, 2010. Notice of the Application, the relief requested in the Application, the objection deadline on the
Application and the hearing date on the 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. ## 814,
836, 837, 862, 863]. A timely objection to the 	Application was filed by Jack Chapman and Cora Ann
Chapman. [Doc. #860]. A representative of Applicant appeared by telephone at the hearing. The Chapmans
did not appear at the hearing.
The Final Application requests (1) allowance of attorneys’ fees ($109,640.50) and reimbursement
of expenses ($7,788.06) for services rendered during the fourth interim time period from March 1, 2010
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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though September 16, 2010, in the total aggregate amount of $117,428.56; (2) final approval and allowance
of all fees ($1,222,272.00) and expenses ($31,584.60) for all services rendered and expenses incurred on
behalf of the Debtor and Debtor in Possession during the case in the total aggregate amount of
$1,253,856.60; and (3) authorization for payment of that portion of the fees approved that have not already
been paid on an interim basis ($223,534.90 in fees from the third and fourth interim application periods and
$500.57 in expenses from the fourth interim application period).
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, a million 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
instance. 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 Application and finds that the fees and expenses incurred represent reasonable
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compensation for actual and necessary services rendered by Applicant in its role as Counsel to the Debtor
and Debtor in Possession. 11 U.S.C. § 330. The court will therefore overrule the Chapmans’ objection and
grant the Application.
For good cause shown,
IT IS ORDERED that:
1. The Application is hereby granted in its entirety.
2. The fees and expenses for services rendered during the fourth interim time period from March
1, 2010 though September 16, 2010 in the total aggregate amount of $117,428.50, representing allowance
of attorneys’ fees of $109,640.50 and reimbursement of expenses of $7,788.06, are allowed and approved
as administrative expenses of the Chapter 11 case.
3. All fees and expenses for services rendered on behalf of the Committee during the case in the
aggregate amount of $1,253,856.60, representing $1,222,272.00 in fees and $31,584.60 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 $165,894.97, representing $165,394.40 in fees from the third ($113,894.40) and
fourth ($51,500.00) 	interim application periods and $500.57 	in expenses from the fourth interim
application period, and to pay the remaining unpaid fees from the fourth interim application period in the
amount of $58,140.50 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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