JPS Holdings, LLC

UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF NORTH CAROLINA
WILMINGTON DIVISION
IN RE:
JPS FARMS, LLC 	Case No. 08-04532-8-JRL
Debtor 	Chapter 11
JOHN PAUL SMITH 	Case No. 08-04530-8-JRL
Debtor 	Chapter 11
JPS HOLDINGS, LLC 	Case No. 08-04531-8-JRL
Debtor 	Chapter 11
GURGANUS MILLING, LLC 	Case No. 08-04533-8-JRL
Debtor 	Chapter 11
______________________________________________________________________________
ORDER
This case is before the court on the debtors’ motions for Rule 2004 Examination and
Production of Documents of Richard Tucker, Evan Gore, and Branch Banking & Trust Company
(BB&T). On August 8, 2008, the court conducted a hearing on these matters in Raleigh, North
Carolina.
Each of the four debtors filed for relief under Chapter 11 of the Bankruptcy Code on July 7,
2008 and each debtor currently operates as a debtor in possession. First, the debtors move the court
for an order directing that Richard Tucker and Evan Gore appear for examination and to produce
SO ORDERED.
SIGNED this 08 day of August, 2008.
________________________________________
J. Rich Leonard
United States Bankruptcy Judge
____________________________________________________________
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requested documents. Both Mr. Tucker and Mr. Gore are employees of BB&T who dealt with the
debtors’ accounts and obligations on behalf of BB&T. BB&T is one of the largest, if not the largest,
creditor in each of the debtors’ cases. The debtors are currently co-obligated to BB&T under a
series of notes, with total outstanding debt of approximately $5 million. The debtors believe that
Mr. Tucker and Mr. Gore have information regarding property of the debtors and other matters that
may affect the administration of the debtors’ estates and formulation of their plans. In addition, the
debtors move the court for an order directing BB&T appear for examination and produce documents.
The debtors are unsure who at BB&T would be the appropriate person to appear and answer
questions and asks BB&T to designate a person to appear and do so. The debtors request that Mr.
Tucker produce the following documents:
1. 	The entire claim file of BB&T for each loan to each of the Debtors
assigned by BB&T to you for “workout” or other activity.
2. 	Each email, note, memorandum or other document addressed to
anyone concerning any of the Debtors from the date and time you
were assigned such Debtor’s loan for “workout” or other activity.
3. 	Any document evidencing any help you rendered any of the Debtors
at any time with respect to any BB&T loan to such Debtor.
4. 	All written instructions you received from BB&T management at any
time relating to any of the Debtors, each loan to each Debtor, and
your duty, responsibility or directive with respect to such Debtor or
such loan.
5. 	Your personnel file, maintained by your employer, presumably
BB&T.
The debtor’s request that Mr. Gore produce the following documents:
1. 	The complete underwriting file for each BB&T loan to each of the
Debtors, including without limitation the original file jacket or folder
for each.
2. 	Each email, note, memorandum or other document to or from you to
anyone concerning any of the Debtors for the period January 1, 2003,
to the date of your response.
3. 	Each 	loan 	underwriting 	manual 	or 	instruction book, booklet,
pamphlet, or document describing BB&T’s lending philosophy, loan
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1 BB&T also objected to the Rule 2004 motions on the grounds that the procedure used
by the debtors is not authorized by Rule 2004. Rule 2004(c) provides that “the attendance of an
entity for examination and for the production of documents . . . may be compelled as provided in
Rule 9016 for the attendance of a witness at a hearing or trial.” While BB&T is technically right
in its assertion it could require a subpoena, BB&T has been offered the protections of Rule 2004
and Rule 9016 and BB&T represented at the hearing that it is content to proceed based on this
order.
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underwriting 	requirements 	and 	loan 	closing 	documents 	and
instructions for the period January 1, 2003, to the date of your
response.
4. 	Each loan administration organizational chart for BB&T (North
Carolina), if any, for the period January 1, 2003, to the date of your
response.
The debtor’s request that BB&T produce the following documents:
1. 	The complete file for each BB&T loan to each of the Debtors,
including without limitation the original file jacket or folder for each.
2. 	Each email, note, memorandum or other document to or from anyone
concerning any of the Debtors.
3. 	Each 	loan 	underwriting 	manual 	or 	instruction book, booklet,
pamphlet, or document describing BB&T’s lending philosophy, loan
underwriting 	requirements 	and 	loan 	closing 	documents 	and
instructions for the period January 1, 2003, to the date of your
response.
4. 	Each loan administration organizational chart for BB&T (North
Carolina), if any, for the period January 1, 2003, to the date of your
response.
5. 	Richard Tucker’s personnel file, maintained by BB&T.
6. 	Any documents tending to show the value of any assets owned by
any of the Debtors, which serve or served as collateral for BB&T’s
loans, currently or pre-petition, or which were liquidated to pay
BB&T.
BB&T objects on the grounds that the motions seek information that exceeds the scope of
the examination allowed under Rule 2004.1 Specifically, BB&T objects to the topic for examination
of BB&T that includes “role of the advisory board, including without limitation identification of
membership advisory board.” BB&T also objects to the requests for Richard Tucker’s personnel
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file, the loan administration organizational charts for BB&T, and the loan underwriting manual and
instruction books.
Based on the record, the court ALLOWS the Motions for 2004 Examination and Production
of Documents, subject to the following limitations. First, the request as to the advisory board is
limited to the identity of the advisory board for the Whiteville, N.C. branch of BB&T and any
written instructions or description of duties that pertain directly to that advisory board. Second, the
request for production of the administrative charts of BB&T is limited to the administrative chart
for the Whiteville, N.C. branch since 2003. Third, the request for production of the personnel file
of Richard Tucker is denied, as it includes proprietary and personal information the relevance of
which has not yet been shown. Finally, the request for production of BB&T’s underwriting manuals
is denied as a showing has not yet been made as to the relevance or necessity for the production of
such documents.
“END OF DOCUMENT”
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