Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]
Transcript of Premier Atlantic and 11-2001's Memo in Support of Objection of Attorney's Fees (2!5!10)[1]
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY
CASE NUMBER 2008-CA-13005
DIVISION CV-E BANK OF AMERICA NA
Plaintiff
vs
GWINNETT LLC et aL
Defendants
MEM ORANDUM IN SUPPORT OF PENDING OBJECTIONS TO RECEIVERS APPLICATION TO PAY FEES AND COSTS AND MOTION FOR ORDER DIRECTING
THE DISGORGEMENT OF FEES AND COSTS PAID FROM ESTATE
Premier Automotive on Atlantic LLC (Premier Atlantic) and 11-2001 LLC (11-2001)
file this Memorandum supplemental to the original Objection to Attorneys Fees and
incorporated Motion for Order Directing the Disgorgement of Fees and Costs Paid from Estate
and state
1 The Receiver has moved for the authority to pay certain pending Professional
Invoices for fees and costs from his Estates The application to pay such fees and costs is legally
insufficient and the mechanism for default authorization to pay fees created by the Receiver is
Improper
2 The Receivers statement that he does not require the approval of the Court to pay
fees and cost is grossly incorrect I The actual law governing the allowance of charging fees and
costs against a receivers estate is diametrically opposite to that proposed by the Receiver
I See Receivers Fourth Report as to 11 2001 filed July 8 2009 in the official record
3 The Receivers approved payment default mechanism is an ad hoc device
designed to circumvent scrutiny avoid disclosure and allow the looting of the Estate by
presumptive authorization Itemized proof of benefit to the Estate is mandatory
4 Notice is hereby given that Premier Atlantic and 11-2001 hereby state their
standing and continuous objection to every statement for fees and costs approval made by the
Receiver and to the default mechanism for approvaL
Memorandum of Points and Authorities
On December 16 2009 Premier Atlantic filed a Notice of Objection to the Receivers
request in his Sixth Report for payment of legal fees and costs This device is anathema to the
actual legal requirements for approval of fees and costs against the Estate The Receiver simply
places his total fees and costs at the end of his report and if no objection is made then approval is
automatic After its objection Premier Atlantic received copies of redacted legal fees invoices
The redacted invoices demonstrate multiple grounds for disallowing fees and costs It is certain
that the unsanitized invoices would yield many more grounds for disallowance Copies of the
redacted legal fees invoices provided for the undersigneds review are attached hereto and made
a part hereof by reference as Composite Exhibit 1
The Receivers Invoices provided to date show that virtually none of the contacts and
communications set forth in the legal invoices ever occurred These invoices are literally being
paid by the Court from property in custodia legis This creates a strong presumption that many
entries in the legal invoices are fictional
The Receivers Invoices contain large charges for highly improper conduct that the
Receiver attempted to disguise A pertinent case in point is the Receivers charge against the
Estate for twelve hundred dollars ($120000) on July 30 2009 The entire entry is described
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simply as Meeting The actual reason that the July 30th entry for the $120000 charge to the
Estate says absolutely nothing is because the Meeting represents a secret meeting between the
Receiver and the Bank in Orlando Florida
There is no doubt the Receiver intended to hide this meeting The $120000 July 30th
entry is the only one in the entire Invoice that lacks additional description On the same page as
the $120000 Meeting the Receivers Invoice shows a charge for a Meeting on 8212009 [by]
MH described as Met with SK regarding open issue and tool inventory of entire lot Below
the August 2nd charge is another Meeting described as 832009 [by] MH This Meeting
contains the additional description Picked up Titles at Kia lot Review Nachman Hayes Titles
The Receivers Counsel steadfastly refuses to produce other invoices related to the
Receivers charges Premier Atlantic asserts a standing and continuous objection to any fee or
expense approved to date the payment of any fee or expense set forth in a report or motion the
payment of any fee or cost not described in a complete invoice disclosed to all parties the
payment of any fee or expense not specifically proven to benefit the Estate and any fee or
expense during the period of Akermans continuing conflict of interest
Burden of Proof Upon Receiver
It is not incumbent upon Premier Atlantic to prove the invalidity or impropriety of the
fees and costs at issue The burden of proving entitlement to fees and costs is upon the Receiver
As a matter of law such funds cannot be released in payment of fees and costs expended in
pursuing unauthorized unnecessary inappropriate duplicative wasteful or deleterious activities
that do not benefit the Estate
The Supreme Court long ago established the mechanics of the procedure for payment
authorization and the level of proof required
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Allowance of fees and expenses to a receiver is a judicial question to be judicially determined in judicial proceedings As in other judicial proceedings the burden is on the moving party the receiver in this case to show by appropriate proof through testimony depositions affidavits or otherwise the services and benefits which he has rendered the receivership estate and the amount of compensation to which he is reasonably entitled as well as the propriety and correctness of the expenditures for which he claims reimbursement or approvaL
The chancellor should see to it that there is offered and that the record contains sufficient proof to show the nature and extent of the services rendered by the receiver the responsibility assumed by him the character and extent of the property committed to his care the beneficial results of his management the complexity ofhis task the opinions of persons of experience as to the value of the services rendered by the receiver and proof of any other material factors And of course interested parties should be afforded the opportunity to rebut the proof offered by the receiver
(Emphasis supplied) Lewis v Gramil Corp 94 So2d 174 175 -178 (Fla1957) see also
Feemster v Schurkman 291 So2d 622 629-630 (Fla 3d DCA 1974) (burden is upon the
receiver to show by appropriate proof the benefit which he has rendered the receivership estate)
Approval of Fees and Costs Not Permitted By Ministerial Proceedings
The proof required for the approval of a receivers fees is for the Courts benefit as much
as any stakeholder The estate is in custodia legis and benefit to the Estate can never be
presumed
The very nature of these allowances constituting as they do enforceable costs in a court of justice command and should receive the closest scrutiny of the courts and should never be awarded in a perfunctory proceeding
(Emphasis supplied) Lewis 94 So2d at 176
Even a sworn motion for approval of fees paid from a receivership estate is procedurally
and substantively defective as a matter oflaw A default mechanism for approval has never even
been reported in the case law The only thing revealed in the Receivers Report is that he and his
lawyers are seeking to deplete the Estate of a substantial sum of money
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The receiver alleged in his petition which was sworn to that he had expended a total of 343 hours in performing various duties in managing the hotel promoting its business and protecting the property He alleged he believed the hotel to be worth $350000 The report of receipts and disbursements attached to the receivers petition shows that he received from rents a total of $1025646 of which sum $114876 was for advance rents which would be earned after the receiver had surrendered possession
Id at 175
The Receiver must show by testimony depositions affidavits or otherwise the services
and benefits which he has rendered the receivership estate Id
The Receiver is Duty-Bound to Prove Benefit to the Estate
It is the Receivers duty to prove the necessity value and purpose of all fees and
expenses charged to the estate Proof is mandatory to protect the Court from accusations of
unjust compensation
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
(Emphasis supplied) Id at 176
Proof and explanation are essential
When the record fails to establish to our satisfaction a reasonable basis for the exercise of an enlightened and sound judicial discretion we must return the cause to the chancellor with directions to take and receive such testimony and evidence as is necessary to enable the chancellor to properly exercise his discretion and which will afford a basis on which the appellate court may intelligently review it if review be sought There is in the record before us only the petition and answer the essentials of which we have recited above These pleadings do not constitute sufficient proof in our opinion to enable the chancellor to properly exercise his judicial discretion nor do they afford an adequate basis on which we can intelligently review his order
Id
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Governing Principles in Evaluating Fees and Expenses
Principle I A receiver is not a party to the case in which he is appointed On the
contrary a receiver is an agent of the court and is subject strictly to the appointing courts
supervision and control See Fugazy Travel Bureau Inc v State by Dickinson 188 So2d 842
844 (Fla 4th DCA 1966) As an officer of the court a receiver must act with neutrality as to the
parties to the underlying litigation and mirror the underlying impartiality that is incumbent upon
any judicial officer Id
Principle II Since a receiver is not a party he is not entitled to act as a party exercise
the rights of a party or meddle in the affairs of the parties to the underlying litigation
In the case of LEngle v Florida Central Railroad Co 14 Fla 266 it was held that a receiver was not a party in interest to be heard upon a motion to vacate an order previously made appointing him receiver The Court observed He (the receiver) has no right to intermeddle in questions affecting the rights of the parties or the disposition of the property in his hands In the order now being considered part of the compensation allowed was for participation in litigation concerning the receivers appointment In that litigation the receiver had no standing The controversy was entirely between the parties advocating his appointment and those resisting his appointment The receiver as an officer of the court had no interest in defending the propriety ofhis appointment and the corpus of the estate cannot properly be charged with his fees and expense for such activity
(Emphasis supplied) In re Fredcris Inc 108 So2d 901 904 (Fla 3d DCA 1959) also cited as
binding authority in Lee Management Inc v Financial Federal Sav and Loan Assn ojDade
County 556 So2d 536 (Fla 4th DCA 1990) (receiver has no authority to impair or enhance any
persons existing property rights)
Principle III The common law of the English Chancery Courts and every state in the
Union expressly hold that a custodial receiver is not a party to the underlying litigation and as
such cannot meddle with the rights of the parties or the matters at issue in the underlying action
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Indeed the receiver is prohibited from seeking to participate in matters relating to his own
appointment and authority In re Fredcris 108 So2d 90 lat 904
Accordingly receivers must be expressly authorized in the order of appointment to
exercise the procedural rights of a party under the applicable rules of court such as the issuance
of subpoenas and the conduct of discovery The exercise of authority contrary to the common
law cannot be implied
The Florida Rules of Civil Procedure are patterned after the Federal Rules of Civil
Procedure Both sets of rules restrict the right to conduct discovery as belonging to a party This
absolutely includes the right to issue a subpoena duces tecum for the production of documents
and other things See us Commodity Futures Trading Comn v M25 Investments Inc 2009
WL 3740627 4 (NDTex2009) (appointment order expressly provided that 25 Kelly M
Crawford is appointed temporary Receiver with the powers enumerated below b Issue
subpoenas to obtain documents and records pertaining to the receivership and conduct discovery
in this action on behalf of the receivership estate)
Receivers Counsel Aware of Lack Authority to Issue Subpoena
The Receivers Counsel is well aware that his client has no authority to issue a
subpoena The undersigned has so informed the Receivers Counsel on more than one
occasion The last such occasion was on November 12009 when the undersigned informed the
Receivers Counsel Jacob Brown Esquire in no uncertain terms that the Receiver was not a
party and any subpoena issued by Receivers Counsel would be ignored as a void ultra vires
gesture This statement was reiterated the following day and Brown was invited to take the
matter up with this Court immediately ifhe thought this violated his clients appointment order
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The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena
Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party
to the attention of the Court
Principle IV Any action beyond the express authorization set forth in the order of
appointment including taking possession of property that is not authorized to become part of the
Receivers Estate subjects the Receiver to individual liability
Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)
See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v
Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting
outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a
receivers liability and described it with respect to wrongful possession of property as follows
It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him
Brooke at 942 By definition any and all actions services and expenses associated with such
conduct or property cannot be charged against the lawful assets of the Estate
Principle V A receiver should seek the express direction and consent of the
appointing court for any intended action that may substantially affect the rights of a party or a
member of the public who is a stranger to the underlying litigation The receiver is not the court
and is obligated to seek instructions from the court as to any important matter affecting the
rights of anyone 1 Clark on Receivers sect38 at 40
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A receiver or any party to the main action may ask the court to give instructions to the
receiver concerning his duties or the disposition of receivership property This is done by a
motion for instructions It may be a speaking motion The motion must be served on all parties
not in default Notice of the hearing on the motion must be given The court may hear evidence
at the hearing If such request is granted the court enters an order instructing the receiver even
though the order may be negative in effect
A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148
Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on
speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362
9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited
powers-to apply to the court for advice and directions Where a receiver acts without court
authority he assumes the risk ofliability for costs and expenses incurred)
Principle V A receivership exists to benefit the property over which it has been given
controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a
receiver and his authorized consultants is restricted generally to protecting the receivership
property or in providing some other tangible benefit to the Estate Fees charged for services
performed incompetently negligently ignorantly pointlessly or that serve anothers interest
provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla
2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of
Georgia 314 So2d 807 (Fla 3d DCA 1975)
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If the Receiver is authorized to employ legal counsel then such lawyer is restricted to
providing authorized legal services that benefit the Estate The proper focus of a receivers
attorneys assistance is the receiver not any particular party or person Attorneys fees are
allowed only to the extent that they relate to the practice of law and do not include tasks that
should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed
Receivers sect 224
Attorneys fees to be charged against a receivership estate are subject to the same
evidentiary showing as the fees of a receiver
As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064
Lewis 94 So2d at 177
Likewise fees that do not benefit the estate include those expended in defense of the
receivers conduct including violating his authority as receiver
[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter
Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)
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Conflicts of Interest and Disqualification of Fees
The value of legal services to the estate is a legitimate area of inquiry prescribed by law
in awarding attorneys fees to a receivers attorneys There is no other agent that operates so
effectively to devalue the worth oflegal services than a compelling and substantial conflict in the
judgment and loyalty of an attorney because he has standing attorney-client obligations with two
adverse and opposing clients in the same litigation
In the context of a receivership such a conflict in judgment and loyalty is geometrically
magnified The legal advice and recommendations of the conflicted attorney can result in the
violation of a fiduciary duty owed by one client or expose that client to liability for damages to
the opposing client or others impacted by the Receivers conduct
There is no equivalent circumstance in which the compromise of sound legal judgment
can wreak havoc on the innocent There is no more egregious exercise of compromised legal
judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct
fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such
conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity
explicated in what is known to every experienced receivers counsel as the Rule of Farwell
[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside
Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)
The Rule of Farwell has its origins in more general maxims of equity that define the
relationship and obligations of a receiver A court-appointed receiver is a full-fledged
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fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A
receiver is a representative of the court and of all parties with an interest in the litigation Thus a
receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially
toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v
Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict
impartiality and undivided loyalty to all parties interested in the receivership estate and must not
dilute that loyalty)
Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal
with the trust estate for his own benefit and advantage or for that another See Id Sanders v
Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784
(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord
Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly
and fairly and must not use position for their own profit or to further the interests ofthemselves
or any other person with whom the receiver is associated)
The Rule of Farwells core prohibition has been codified by rule in all fifty states In
Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear
that a lawyer cannot represent parties with adverse or potentially opposing interests in the
context of any type of litigation Further a lawyer may not act as advocate against a client the
lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17
Comment
A lawyer also may not represent mUltiple parties to a negotiation whose interests are
fundamentally antagonistic to each other Id Further the Rules prevent law firms from using
the much maligned practice of claiming Chinese Walls between separate departments and
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offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a
firm is prohibited from representing clients due to a conflict of interest the disqualification from
representation is imputed to every other member of the finn without exception Rule 4-11 O(a)
Apart from the ethical and disciplinary implications of prohibited dual representation the
common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney
burdened with a known conflict of interest seeks compensation for such valueless services
Any attorney subject to a conflict of interest because of a client relationship with a party
with a direct interest in the conduct of the receiver and a client relationship as legal counselor to
the receiver perfonning such duties may not recover any fees for services perfonned after the
date he knew or should have known that a prohibited conflict existed because of the opposing
interests between the (client) party and the receiver See James T Butler PA v Walker 932
So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to
recover a fee tenninates when the attorney realizes or should have realized that he cannot
ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA
555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates
when attorney realizes or should have realized that he cannot ethically represent his client)
Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)
(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys
fees)
By definition it should be automatically presumed as a matter of law that a receivers
position is adverse to all parties with an interest in his duties and estate Because the receiver is
an officer of the court and should be as free from friendliness to a party as should the court
itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of
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the receiver is that of an officer of the court He may be considered a quasi-trustee he is not
appointed for the benefit of either party and does not derive his authority from either one 65
AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a
fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the
protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769
(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal
interests would substantially conflict with his unbiased judgment and duties as receiver Law of
Receivers supra sect 115
As a practical matter a lawyer subject to a probable or even potential conflict should
never act as counsel to a receiver It is fundamental that an attorney should never act as counsel
for a receiver if a client of his firm is a party or person with a direct interest and stake in the
receivership There are sound reasons for this absolutism
In the normal client conflict situation it is generally the attorney who becomes liable for
elevating one clients interests over that of another The harm caused by such conflict is
restricted to the injured client The conflict creates no direct liability between the favored and
injured client The conflict creates no additional1iability in the injured client as a direct result of
the offending attorneys conflict Such private client attorney conflicts do not affect the
operation reputation or dignity of any court and generally have no secondary impact on the
public
A conflict of interest that directly affects the actions taken by a receiver has exponentially
greater and weighty consequences A receiver is a fiduciary to the court and persons with a
cognizable interest in the estate A receiver is a state actor exercising state authority
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A receiver is subject to individual liability and must hire separate counsel for all matters
in which his actions are challenged as unauthorized or illegal The instant case is a text book
example of why a conflicted attorney should never serve in the position of legal advisor to a
receiver
Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A
The Bank of America NA is an active marquee client of Akerman Senterfitt The firm
vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s
MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS
COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT
TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT
TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND
BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE
POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF
RECORD are incorporated herein by reference as if each was fully restated herein
A Concrete Adversarial Conflict Promptly Arises
The record shows that within days of the inception of the Premier Atlantic Receivership
the Bank and the Receiver developed an adverse relationship The relationship became adverse
because as the record shows the Receiver attempted to use his own independent judgment and
discretion rather than submit to the direction of the Bank
At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the
Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day
that the United States Bankruptcy Court dismissed the proceedings involving 11-2001
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After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
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made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
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The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
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below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
3 The Receivers approved payment default mechanism is an ad hoc device
designed to circumvent scrutiny avoid disclosure and allow the looting of the Estate by
presumptive authorization Itemized proof of benefit to the Estate is mandatory
4 Notice is hereby given that Premier Atlantic and 11-2001 hereby state their
standing and continuous objection to every statement for fees and costs approval made by the
Receiver and to the default mechanism for approvaL
Memorandum of Points and Authorities
On December 16 2009 Premier Atlantic filed a Notice of Objection to the Receivers
request in his Sixth Report for payment of legal fees and costs This device is anathema to the
actual legal requirements for approval of fees and costs against the Estate The Receiver simply
places his total fees and costs at the end of his report and if no objection is made then approval is
automatic After its objection Premier Atlantic received copies of redacted legal fees invoices
The redacted invoices demonstrate multiple grounds for disallowing fees and costs It is certain
that the unsanitized invoices would yield many more grounds for disallowance Copies of the
redacted legal fees invoices provided for the undersigneds review are attached hereto and made
a part hereof by reference as Composite Exhibit 1
The Receivers Invoices provided to date show that virtually none of the contacts and
communications set forth in the legal invoices ever occurred These invoices are literally being
paid by the Court from property in custodia legis This creates a strong presumption that many
entries in the legal invoices are fictional
The Receivers Invoices contain large charges for highly improper conduct that the
Receiver attempted to disguise A pertinent case in point is the Receivers charge against the
Estate for twelve hundred dollars ($120000) on July 30 2009 The entire entry is described
2
simply as Meeting The actual reason that the July 30th entry for the $120000 charge to the
Estate says absolutely nothing is because the Meeting represents a secret meeting between the
Receiver and the Bank in Orlando Florida
There is no doubt the Receiver intended to hide this meeting The $120000 July 30th
entry is the only one in the entire Invoice that lacks additional description On the same page as
the $120000 Meeting the Receivers Invoice shows a charge for a Meeting on 8212009 [by]
MH described as Met with SK regarding open issue and tool inventory of entire lot Below
the August 2nd charge is another Meeting described as 832009 [by] MH This Meeting
contains the additional description Picked up Titles at Kia lot Review Nachman Hayes Titles
The Receivers Counsel steadfastly refuses to produce other invoices related to the
Receivers charges Premier Atlantic asserts a standing and continuous objection to any fee or
expense approved to date the payment of any fee or expense set forth in a report or motion the
payment of any fee or cost not described in a complete invoice disclosed to all parties the
payment of any fee or expense not specifically proven to benefit the Estate and any fee or
expense during the period of Akermans continuing conflict of interest
Burden of Proof Upon Receiver
It is not incumbent upon Premier Atlantic to prove the invalidity or impropriety of the
fees and costs at issue The burden of proving entitlement to fees and costs is upon the Receiver
As a matter of law such funds cannot be released in payment of fees and costs expended in
pursuing unauthorized unnecessary inappropriate duplicative wasteful or deleterious activities
that do not benefit the Estate
The Supreme Court long ago established the mechanics of the procedure for payment
authorization and the level of proof required
3
Allowance of fees and expenses to a receiver is a judicial question to be judicially determined in judicial proceedings As in other judicial proceedings the burden is on the moving party the receiver in this case to show by appropriate proof through testimony depositions affidavits or otherwise the services and benefits which he has rendered the receivership estate and the amount of compensation to which he is reasonably entitled as well as the propriety and correctness of the expenditures for which he claims reimbursement or approvaL
The chancellor should see to it that there is offered and that the record contains sufficient proof to show the nature and extent of the services rendered by the receiver the responsibility assumed by him the character and extent of the property committed to his care the beneficial results of his management the complexity ofhis task the opinions of persons of experience as to the value of the services rendered by the receiver and proof of any other material factors And of course interested parties should be afforded the opportunity to rebut the proof offered by the receiver
(Emphasis supplied) Lewis v Gramil Corp 94 So2d 174 175 -178 (Fla1957) see also
Feemster v Schurkman 291 So2d 622 629-630 (Fla 3d DCA 1974) (burden is upon the
receiver to show by appropriate proof the benefit which he has rendered the receivership estate)
Approval of Fees and Costs Not Permitted By Ministerial Proceedings
The proof required for the approval of a receivers fees is for the Courts benefit as much
as any stakeholder The estate is in custodia legis and benefit to the Estate can never be
presumed
The very nature of these allowances constituting as they do enforceable costs in a court of justice command and should receive the closest scrutiny of the courts and should never be awarded in a perfunctory proceeding
(Emphasis supplied) Lewis 94 So2d at 176
Even a sworn motion for approval of fees paid from a receivership estate is procedurally
and substantively defective as a matter oflaw A default mechanism for approval has never even
been reported in the case law The only thing revealed in the Receivers Report is that he and his
lawyers are seeking to deplete the Estate of a substantial sum of money
4
The receiver alleged in his petition which was sworn to that he had expended a total of 343 hours in performing various duties in managing the hotel promoting its business and protecting the property He alleged he believed the hotel to be worth $350000 The report of receipts and disbursements attached to the receivers petition shows that he received from rents a total of $1025646 of which sum $114876 was for advance rents which would be earned after the receiver had surrendered possession
Id at 175
The Receiver must show by testimony depositions affidavits or otherwise the services
and benefits which he has rendered the receivership estate Id
The Receiver is Duty-Bound to Prove Benefit to the Estate
It is the Receivers duty to prove the necessity value and purpose of all fees and
expenses charged to the estate Proof is mandatory to protect the Court from accusations of
unjust compensation
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
(Emphasis supplied) Id at 176
Proof and explanation are essential
When the record fails to establish to our satisfaction a reasonable basis for the exercise of an enlightened and sound judicial discretion we must return the cause to the chancellor with directions to take and receive such testimony and evidence as is necessary to enable the chancellor to properly exercise his discretion and which will afford a basis on which the appellate court may intelligently review it if review be sought There is in the record before us only the petition and answer the essentials of which we have recited above These pleadings do not constitute sufficient proof in our opinion to enable the chancellor to properly exercise his judicial discretion nor do they afford an adequate basis on which we can intelligently review his order
Id
5
Governing Principles in Evaluating Fees and Expenses
Principle I A receiver is not a party to the case in which he is appointed On the
contrary a receiver is an agent of the court and is subject strictly to the appointing courts
supervision and control See Fugazy Travel Bureau Inc v State by Dickinson 188 So2d 842
844 (Fla 4th DCA 1966) As an officer of the court a receiver must act with neutrality as to the
parties to the underlying litigation and mirror the underlying impartiality that is incumbent upon
any judicial officer Id
Principle II Since a receiver is not a party he is not entitled to act as a party exercise
the rights of a party or meddle in the affairs of the parties to the underlying litigation
In the case of LEngle v Florida Central Railroad Co 14 Fla 266 it was held that a receiver was not a party in interest to be heard upon a motion to vacate an order previously made appointing him receiver The Court observed He (the receiver) has no right to intermeddle in questions affecting the rights of the parties or the disposition of the property in his hands In the order now being considered part of the compensation allowed was for participation in litigation concerning the receivers appointment In that litigation the receiver had no standing The controversy was entirely between the parties advocating his appointment and those resisting his appointment The receiver as an officer of the court had no interest in defending the propriety ofhis appointment and the corpus of the estate cannot properly be charged with his fees and expense for such activity
(Emphasis supplied) In re Fredcris Inc 108 So2d 901 904 (Fla 3d DCA 1959) also cited as
binding authority in Lee Management Inc v Financial Federal Sav and Loan Assn ojDade
County 556 So2d 536 (Fla 4th DCA 1990) (receiver has no authority to impair or enhance any
persons existing property rights)
Principle III The common law of the English Chancery Courts and every state in the
Union expressly hold that a custodial receiver is not a party to the underlying litigation and as
such cannot meddle with the rights of the parties or the matters at issue in the underlying action
6
Indeed the receiver is prohibited from seeking to participate in matters relating to his own
appointment and authority In re Fredcris 108 So2d 90 lat 904
Accordingly receivers must be expressly authorized in the order of appointment to
exercise the procedural rights of a party under the applicable rules of court such as the issuance
of subpoenas and the conduct of discovery The exercise of authority contrary to the common
law cannot be implied
The Florida Rules of Civil Procedure are patterned after the Federal Rules of Civil
Procedure Both sets of rules restrict the right to conduct discovery as belonging to a party This
absolutely includes the right to issue a subpoena duces tecum for the production of documents
and other things See us Commodity Futures Trading Comn v M25 Investments Inc 2009
WL 3740627 4 (NDTex2009) (appointment order expressly provided that 25 Kelly M
Crawford is appointed temporary Receiver with the powers enumerated below b Issue
subpoenas to obtain documents and records pertaining to the receivership and conduct discovery
in this action on behalf of the receivership estate)
Receivers Counsel Aware of Lack Authority to Issue Subpoena
The Receivers Counsel is well aware that his client has no authority to issue a
subpoena The undersigned has so informed the Receivers Counsel on more than one
occasion The last such occasion was on November 12009 when the undersigned informed the
Receivers Counsel Jacob Brown Esquire in no uncertain terms that the Receiver was not a
party and any subpoena issued by Receivers Counsel would be ignored as a void ultra vires
gesture This statement was reiterated the following day and Brown was invited to take the
matter up with this Court immediately ifhe thought this violated his clients appointment order
7
The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena
Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party
to the attention of the Court
Principle IV Any action beyond the express authorization set forth in the order of
appointment including taking possession of property that is not authorized to become part of the
Receivers Estate subjects the Receiver to individual liability
Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)
See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v
Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting
outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a
receivers liability and described it with respect to wrongful possession of property as follows
It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him
Brooke at 942 By definition any and all actions services and expenses associated with such
conduct or property cannot be charged against the lawful assets of the Estate
Principle V A receiver should seek the express direction and consent of the
appointing court for any intended action that may substantially affect the rights of a party or a
member of the public who is a stranger to the underlying litigation The receiver is not the court
and is obligated to seek instructions from the court as to any important matter affecting the
rights of anyone 1 Clark on Receivers sect38 at 40
8
A receiver or any party to the main action may ask the court to give instructions to the
receiver concerning his duties or the disposition of receivership property This is done by a
motion for instructions It may be a speaking motion The motion must be served on all parties
not in default Notice of the hearing on the motion must be given The court may hear evidence
at the hearing If such request is granted the court enters an order instructing the receiver even
though the order may be negative in effect
A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148
Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on
speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362
9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited
powers-to apply to the court for advice and directions Where a receiver acts without court
authority he assumes the risk ofliability for costs and expenses incurred)
Principle V A receivership exists to benefit the property over which it has been given
controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a
receiver and his authorized consultants is restricted generally to protecting the receivership
property or in providing some other tangible benefit to the Estate Fees charged for services
performed incompetently negligently ignorantly pointlessly or that serve anothers interest
provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla
2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of
Georgia 314 So2d 807 (Fla 3d DCA 1975)
9
If the Receiver is authorized to employ legal counsel then such lawyer is restricted to
providing authorized legal services that benefit the Estate The proper focus of a receivers
attorneys assistance is the receiver not any particular party or person Attorneys fees are
allowed only to the extent that they relate to the practice of law and do not include tasks that
should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed
Receivers sect 224
Attorneys fees to be charged against a receivership estate are subject to the same
evidentiary showing as the fees of a receiver
As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064
Lewis 94 So2d at 177
Likewise fees that do not benefit the estate include those expended in defense of the
receivers conduct including violating his authority as receiver
[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter
Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)
10
Conflicts of Interest and Disqualification of Fees
The value of legal services to the estate is a legitimate area of inquiry prescribed by law
in awarding attorneys fees to a receivers attorneys There is no other agent that operates so
effectively to devalue the worth oflegal services than a compelling and substantial conflict in the
judgment and loyalty of an attorney because he has standing attorney-client obligations with two
adverse and opposing clients in the same litigation
In the context of a receivership such a conflict in judgment and loyalty is geometrically
magnified The legal advice and recommendations of the conflicted attorney can result in the
violation of a fiduciary duty owed by one client or expose that client to liability for damages to
the opposing client or others impacted by the Receivers conduct
There is no equivalent circumstance in which the compromise of sound legal judgment
can wreak havoc on the innocent There is no more egregious exercise of compromised legal
judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct
fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such
conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity
explicated in what is known to every experienced receivers counsel as the Rule of Farwell
[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside
Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)
The Rule of Farwell has its origins in more general maxims of equity that define the
relationship and obligations of a receiver A court-appointed receiver is a full-fledged
11
fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A
receiver is a representative of the court and of all parties with an interest in the litigation Thus a
receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially
toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v
Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict
impartiality and undivided loyalty to all parties interested in the receivership estate and must not
dilute that loyalty)
Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal
with the trust estate for his own benefit and advantage or for that another See Id Sanders v
Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784
(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord
Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly
and fairly and must not use position for their own profit or to further the interests ofthemselves
or any other person with whom the receiver is associated)
The Rule of Farwells core prohibition has been codified by rule in all fifty states In
Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear
that a lawyer cannot represent parties with adverse or potentially opposing interests in the
context of any type of litigation Further a lawyer may not act as advocate against a client the
lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17
Comment
A lawyer also may not represent mUltiple parties to a negotiation whose interests are
fundamentally antagonistic to each other Id Further the Rules prevent law firms from using
the much maligned practice of claiming Chinese Walls between separate departments and
12
offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a
firm is prohibited from representing clients due to a conflict of interest the disqualification from
representation is imputed to every other member of the finn without exception Rule 4-11 O(a)
Apart from the ethical and disciplinary implications of prohibited dual representation the
common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney
burdened with a known conflict of interest seeks compensation for such valueless services
Any attorney subject to a conflict of interest because of a client relationship with a party
with a direct interest in the conduct of the receiver and a client relationship as legal counselor to
the receiver perfonning such duties may not recover any fees for services perfonned after the
date he knew or should have known that a prohibited conflict existed because of the opposing
interests between the (client) party and the receiver See James T Butler PA v Walker 932
So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to
recover a fee tenninates when the attorney realizes or should have realized that he cannot
ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA
555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates
when attorney realizes or should have realized that he cannot ethically represent his client)
Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)
(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys
fees)
By definition it should be automatically presumed as a matter of law that a receivers
position is adverse to all parties with an interest in his duties and estate Because the receiver is
an officer of the court and should be as free from friendliness to a party as should the court
itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of
13
the receiver is that of an officer of the court He may be considered a quasi-trustee he is not
appointed for the benefit of either party and does not derive his authority from either one 65
AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a
fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the
protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769
(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal
interests would substantially conflict with his unbiased judgment and duties as receiver Law of
Receivers supra sect 115
As a practical matter a lawyer subject to a probable or even potential conflict should
never act as counsel to a receiver It is fundamental that an attorney should never act as counsel
for a receiver if a client of his firm is a party or person with a direct interest and stake in the
receivership There are sound reasons for this absolutism
In the normal client conflict situation it is generally the attorney who becomes liable for
elevating one clients interests over that of another The harm caused by such conflict is
restricted to the injured client The conflict creates no direct liability between the favored and
injured client The conflict creates no additional1iability in the injured client as a direct result of
the offending attorneys conflict Such private client attorney conflicts do not affect the
operation reputation or dignity of any court and generally have no secondary impact on the
public
A conflict of interest that directly affects the actions taken by a receiver has exponentially
greater and weighty consequences A receiver is a fiduciary to the court and persons with a
cognizable interest in the estate A receiver is a state actor exercising state authority
14
A receiver is subject to individual liability and must hire separate counsel for all matters
in which his actions are challenged as unauthorized or illegal The instant case is a text book
example of why a conflicted attorney should never serve in the position of legal advisor to a
receiver
Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A
The Bank of America NA is an active marquee client of Akerman Senterfitt The firm
vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s
MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS
COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT
TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT
TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND
BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE
POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF
RECORD are incorporated herein by reference as if each was fully restated herein
A Concrete Adversarial Conflict Promptly Arises
The record shows that within days of the inception of the Premier Atlantic Receivership
the Bank and the Receiver developed an adverse relationship The relationship became adverse
because as the record shows the Receiver attempted to use his own independent judgment and
discretion rather than submit to the direction of the Bank
At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the
Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day
that the United States Bankruptcy Court dismissed the proceedings involving 11-2001
15
After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
16
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
simply as Meeting The actual reason that the July 30th entry for the $120000 charge to the
Estate says absolutely nothing is because the Meeting represents a secret meeting between the
Receiver and the Bank in Orlando Florida
There is no doubt the Receiver intended to hide this meeting The $120000 July 30th
entry is the only one in the entire Invoice that lacks additional description On the same page as
the $120000 Meeting the Receivers Invoice shows a charge for a Meeting on 8212009 [by]
MH described as Met with SK regarding open issue and tool inventory of entire lot Below
the August 2nd charge is another Meeting described as 832009 [by] MH This Meeting
contains the additional description Picked up Titles at Kia lot Review Nachman Hayes Titles
The Receivers Counsel steadfastly refuses to produce other invoices related to the
Receivers charges Premier Atlantic asserts a standing and continuous objection to any fee or
expense approved to date the payment of any fee or expense set forth in a report or motion the
payment of any fee or cost not described in a complete invoice disclosed to all parties the
payment of any fee or expense not specifically proven to benefit the Estate and any fee or
expense during the period of Akermans continuing conflict of interest
Burden of Proof Upon Receiver
It is not incumbent upon Premier Atlantic to prove the invalidity or impropriety of the
fees and costs at issue The burden of proving entitlement to fees and costs is upon the Receiver
As a matter of law such funds cannot be released in payment of fees and costs expended in
pursuing unauthorized unnecessary inappropriate duplicative wasteful or deleterious activities
that do not benefit the Estate
The Supreme Court long ago established the mechanics of the procedure for payment
authorization and the level of proof required
3
Allowance of fees and expenses to a receiver is a judicial question to be judicially determined in judicial proceedings As in other judicial proceedings the burden is on the moving party the receiver in this case to show by appropriate proof through testimony depositions affidavits or otherwise the services and benefits which he has rendered the receivership estate and the amount of compensation to which he is reasonably entitled as well as the propriety and correctness of the expenditures for which he claims reimbursement or approvaL
The chancellor should see to it that there is offered and that the record contains sufficient proof to show the nature and extent of the services rendered by the receiver the responsibility assumed by him the character and extent of the property committed to his care the beneficial results of his management the complexity ofhis task the opinions of persons of experience as to the value of the services rendered by the receiver and proof of any other material factors And of course interested parties should be afforded the opportunity to rebut the proof offered by the receiver
(Emphasis supplied) Lewis v Gramil Corp 94 So2d 174 175 -178 (Fla1957) see also
Feemster v Schurkman 291 So2d 622 629-630 (Fla 3d DCA 1974) (burden is upon the
receiver to show by appropriate proof the benefit which he has rendered the receivership estate)
Approval of Fees and Costs Not Permitted By Ministerial Proceedings
The proof required for the approval of a receivers fees is for the Courts benefit as much
as any stakeholder The estate is in custodia legis and benefit to the Estate can never be
presumed
The very nature of these allowances constituting as they do enforceable costs in a court of justice command and should receive the closest scrutiny of the courts and should never be awarded in a perfunctory proceeding
(Emphasis supplied) Lewis 94 So2d at 176
Even a sworn motion for approval of fees paid from a receivership estate is procedurally
and substantively defective as a matter oflaw A default mechanism for approval has never even
been reported in the case law The only thing revealed in the Receivers Report is that he and his
lawyers are seeking to deplete the Estate of a substantial sum of money
4
The receiver alleged in his petition which was sworn to that he had expended a total of 343 hours in performing various duties in managing the hotel promoting its business and protecting the property He alleged he believed the hotel to be worth $350000 The report of receipts and disbursements attached to the receivers petition shows that he received from rents a total of $1025646 of which sum $114876 was for advance rents which would be earned after the receiver had surrendered possession
Id at 175
The Receiver must show by testimony depositions affidavits or otherwise the services
and benefits which he has rendered the receivership estate Id
The Receiver is Duty-Bound to Prove Benefit to the Estate
It is the Receivers duty to prove the necessity value and purpose of all fees and
expenses charged to the estate Proof is mandatory to protect the Court from accusations of
unjust compensation
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
(Emphasis supplied) Id at 176
Proof and explanation are essential
When the record fails to establish to our satisfaction a reasonable basis for the exercise of an enlightened and sound judicial discretion we must return the cause to the chancellor with directions to take and receive such testimony and evidence as is necessary to enable the chancellor to properly exercise his discretion and which will afford a basis on which the appellate court may intelligently review it if review be sought There is in the record before us only the petition and answer the essentials of which we have recited above These pleadings do not constitute sufficient proof in our opinion to enable the chancellor to properly exercise his judicial discretion nor do they afford an adequate basis on which we can intelligently review his order
Id
5
Governing Principles in Evaluating Fees and Expenses
Principle I A receiver is not a party to the case in which he is appointed On the
contrary a receiver is an agent of the court and is subject strictly to the appointing courts
supervision and control See Fugazy Travel Bureau Inc v State by Dickinson 188 So2d 842
844 (Fla 4th DCA 1966) As an officer of the court a receiver must act with neutrality as to the
parties to the underlying litigation and mirror the underlying impartiality that is incumbent upon
any judicial officer Id
Principle II Since a receiver is not a party he is not entitled to act as a party exercise
the rights of a party or meddle in the affairs of the parties to the underlying litigation
In the case of LEngle v Florida Central Railroad Co 14 Fla 266 it was held that a receiver was not a party in interest to be heard upon a motion to vacate an order previously made appointing him receiver The Court observed He (the receiver) has no right to intermeddle in questions affecting the rights of the parties or the disposition of the property in his hands In the order now being considered part of the compensation allowed was for participation in litigation concerning the receivers appointment In that litigation the receiver had no standing The controversy was entirely between the parties advocating his appointment and those resisting his appointment The receiver as an officer of the court had no interest in defending the propriety ofhis appointment and the corpus of the estate cannot properly be charged with his fees and expense for such activity
(Emphasis supplied) In re Fredcris Inc 108 So2d 901 904 (Fla 3d DCA 1959) also cited as
binding authority in Lee Management Inc v Financial Federal Sav and Loan Assn ojDade
County 556 So2d 536 (Fla 4th DCA 1990) (receiver has no authority to impair or enhance any
persons existing property rights)
Principle III The common law of the English Chancery Courts and every state in the
Union expressly hold that a custodial receiver is not a party to the underlying litigation and as
such cannot meddle with the rights of the parties or the matters at issue in the underlying action
6
Indeed the receiver is prohibited from seeking to participate in matters relating to his own
appointment and authority In re Fredcris 108 So2d 90 lat 904
Accordingly receivers must be expressly authorized in the order of appointment to
exercise the procedural rights of a party under the applicable rules of court such as the issuance
of subpoenas and the conduct of discovery The exercise of authority contrary to the common
law cannot be implied
The Florida Rules of Civil Procedure are patterned after the Federal Rules of Civil
Procedure Both sets of rules restrict the right to conduct discovery as belonging to a party This
absolutely includes the right to issue a subpoena duces tecum for the production of documents
and other things See us Commodity Futures Trading Comn v M25 Investments Inc 2009
WL 3740627 4 (NDTex2009) (appointment order expressly provided that 25 Kelly M
Crawford is appointed temporary Receiver with the powers enumerated below b Issue
subpoenas to obtain documents and records pertaining to the receivership and conduct discovery
in this action on behalf of the receivership estate)
Receivers Counsel Aware of Lack Authority to Issue Subpoena
The Receivers Counsel is well aware that his client has no authority to issue a
subpoena The undersigned has so informed the Receivers Counsel on more than one
occasion The last such occasion was on November 12009 when the undersigned informed the
Receivers Counsel Jacob Brown Esquire in no uncertain terms that the Receiver was not a
party and any subpoena issued by Receivers Counsel would be ignored as a void ultra vires
gesture This statement was reiterated the following day and Brown was invited to take the
matter up with this Court immediately ifhe thought this violated his clients appointment order
7
The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena
Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party
to the attention of the Court
Principle IV Any action beyond the express authorization set forth in the order of
appointment including taking possession of property that is not authorized to become part of the
Receivers Estate subjects the Receiver to individual liability
Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)
See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v
Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting
outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a
receivers liability and described it with respect to wrongful possession of property as follows
It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him
Brooke at 942 By definition any and all actions services and expenses associated with such
conduct or property cannot be charged against the lawful assets of the Estate
Principle V A receiver should seek the express direction and consent of the
appointing court for any intended action that may substantially affect the rights of a party or a
member of the public who is a stranger to the underlying litigation The receiver is not the court
and is obligated to seek instructions from the court as to any important matter affecting the
rights of anyone 1 Clark on Receivers sect38 at 40
8
A receiver or any party to the main action may ask the court to give instructions to the
receiver concerning his duties or the disposition of receivership property This is done by a
motion for instructions It may be a speaking motion The motion must be served on all parties
not in default Notice of the hearing on the motion must be given The court may hear evidence
at the hearing If such request is granted the court enters an order instructing the receiver even
though the order may be negative in effect
A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148
Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on
speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362
9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited
powers-to apply to the court for advice and directions Where a receiver acts without court
authority he assumes the risk ofliability for costs and expenses incurred)
Principle V A receivership exists to benefit the property over which it has been given
controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a
receiver and his authorized consultants is restricted generally to protecting the receivership
property or in providing some other tangible benefit to the Estate Fees charged for services
performed incompetently negligently ignorantly pointlessly or that serve anothers interest
provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla
2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of
Georgia 314 So2d 807 (Fla 3d DCA 1975)
9
If the Receiver is authorized to employ legal counsel then such lawyer is restricted to
providing authorized legal services that benefit the Estate The proper focus of a receivers
attorneys assistance is the receiver not any particular party or person Attorneys fees are
allowed only to the extent that they relate to the practice of law and do not include tasks that
should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed
Receivers sect 224
Attorneys fees to be charged against a receivership estate are subject to the same
evidentiary showing as the fees of a receiver
As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064
Lewis 94 So2d at 177
Likewise fees that do not benefit the estate include those expended in defense of the
receivers conduct including violating his authority as receiver
[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter
Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)
10
Conflicts of Interest and Disqualification of Fees
The value of legal services to the estate is a legitimate area of inquiry prescribed by law
in awarding attorneys fees to a receivers attorneys There is no other agent that operates so
effectively to devalue the worth oflegal services than a compelling and substantial conflict in the
judgment and loyalty of an attorney because he has standing attorney-client obligations with two
adverse and opposing clients in the same litigation
In the context of a receivership such a conflict in judgment and loyalty is geometrically
magnified The legal advice and recommendations of the conflicted attorney can result in the
violation of a fiduciary duty owed by one client or expose that client to liability for damages to
the opposing client or others impacted by the Receivers conduct
There is no equivalent circumstance in which the compromise of sound legal judgment
can wreak havoc on the innocent There is no more egregious exercise of compromised legal
judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct
fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such
conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity
explicated in what is known to every experienced receivers counsel as the Rule of Farwell
[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside
Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)
The Rule of Farwell has its origins in more general maxims of equity that define the
relationship and obligations of a receiver A court-appointed receiver is a full-fledged
11
fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A
receiver is a representative of the court and of all parties with an interest in the litigation Thus a
receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially
toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v
Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict
impartiality and undivided loyalty to all parties interested in the receivership estate and must not
dilute that loyalty)
Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal
with the trust estate for his own benefit and advantage or for that another See Id Sanders v
Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784
(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord
Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly
and fairly and must not use position for their own profit or to further the interests ofthemselves
or any other person with whom the receiver is associated)
The Rule of Farwells core prohibition has been codified by rule in all fifty states In
Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear
that a lawyer cannot represent parties with adverse or potentially opposing interests in the
context of any type of litigation Further a lawyer may not act as advocate against a client the
lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17
Comment
A lawyer also may not represent mUltiple parties to a negotiation whose interests are
fundamentally antagonistic to each other Id Further the Rules prevent law firms from using
the much maligned practice of claiming Chinese Walls between separate departments and
12
offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a
firm is prohibited from representing clients due to a conflict of interest the disqualification from
representation is imputed to every other member of the finn without exception Rule 4-11 O(a)
Apart from the ethical and disciplinary implications of prohibited dual representation the
common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney
burdened with a known conflict of interest seeks compensation for such valueless services
Any attorney subject to a conflict of interest because of a client relationship with a party
with a direct interest in the conduct of the receiver and a client relationship as legal counselor to
the receiver perfonning such duties may not recover any fees for services perfonned after the
date he knew or should have known that a prohibited conflict existed because of the opposing
interests between the (client) party and the receiver See James T Butler PA v Walker 932
So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to
recover a fee tenninates when the attorney realizes or should have realized that he cannot
ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA
555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates
when attorney realizes or should have realized that he cannot ethically represent his client)
Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)
(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys
fees)
By definition it should be automatically presumed as a matter of law that a receivers
position is adverse to all parties with an interest in his duties and estate Because the receiver is
an officer of the court and should be as free from friendliness to a party as should the court
itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of
13
the receiver is that of an officer of the court He may be considered a quasi-trustee he is not
appointed for the benefit of either party and does not derive his authority from either one 65
AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a
fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the
protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769
(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal
interests would substantially conflict with his unbiased judgment and duties as receiver Law of
Receivers supra sect 115
As a practical matter a lawyer subject to a probable or even potential conflict should
never act as counsel to a receiver It is fundamental that an attorney should never act as counsel
for a receiver if a client of his firm is a party or person with a direct interest and stake in the
receivership There are sound reasons for this absolutism
In the normal client conflict situation it is generally the attorney who becomes liable for
elevating one clients interests over that of another The harm caused by such conflict is
restricted to the injured client The conflict creates no direct liability between the favored and
injured client The conflict creates no additional1iability in the injured client as a direct result of
the offending attorneys conflict Such private client attorney conflicts do not affect the
operation reputation or dignity of any court and generally have no secondary impact on the
public
A conflict of interest that directly affects the actions taken by a receiver has exponentially
greater and weighty consequences A receiver is a fiduciary to the court and persons with a
cognizable interest in the estate A receiver is a state actor exercising state authority
14
A receiver is subject to individual liability and must hire separate counsel for all matters
in which his actions are challenged as unauthorized or illegal The instant case is a text book
example of why a conflicted attorney should never serve in the position of legal advisor to a
receiver
Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A
The Bank of America NA is an active marquee client of Akerman Senterfitt The firm
vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s
MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS
COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT
TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT
TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND
BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE
POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF
RECORD are incorporated herein by reference as if each was fully restated herein
A Concrete Adversarial Conflict Promptly Arises
The record shows that within days of the inception of the Premier Atlantic Receivership
the Bank and the Receiver developed an adverse relationship The relationship became adverse
because as the record shows the Receiver attempted to use his own independent judgment and
discretion rather than submit to the direction of the Bank
At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the
Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day
that the United States Bankruptcy Court dismissed the proceedings involving 11-2001
15
After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
16
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
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4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Allowance of fees and expenses to a receiver is a judicial question to be judicially determined in judicial proceedings As in other judicial proceedings the burden is on the moving party the receiver in this case to show by appropriate proof through testimony depositions affidavits or otherwise the services and benefits which he has rendered the receivership estate and the amount of compensation to which he is reasonably entitled as well as the propriety and correctness of the expenditures for which he claims reimbursement or approvaL
The chancellor should see to it that there is offered and that the record contains sufficient proof to show the nature and extent of the services rendered by the receiver the responsibility assumed by him the character and extent of the property committed to his care the beneficial results of his management the complexity ofhis task the opinions of persons of experience as to the value of the services rendered by the receiver and proof of any other material factors And of course interested parties should be afforded the opportunity to rebut the proof offered by the receiver
(Emphasis supplied) Lewis v Gramil Corp 94 So2d 174 175 -178 (Fla1957) see also
Feemster v Schurkman 291 So2d 622 629-630 (Fla 3d DCA 1974) (burden is upon the
receiver to show by appropriate proof the benefit which he has rendered the receivership estate)
Approval of Fees and Costs Not Permitted By Ministerial Proceedings
The proof required for the approval of a receivers fees is for the Courts benefit as much
as any stakeholder The estate is in custodia legis and benefit to the Estate can never be
presumed
The very nature of these allowances constituting as they do enforceable costs in a court of justice command and should receive the closest scrutiny of the courts and should never be awarded in a perfunctory proceeding
(Emphasis supplied) Lewis 94 So2d at 176
Even a sworn motion for approval of fees paid from a receivership estate is procedurally
and substantively defective as a matter oflaw A default mechanism for approval has never even
been reported in the case law The only thing revealed in the Receivers Report is that he and his
lawyers are seeking to deplete the Estate of a substantial sum of money
4
The receiver alleged in his petition which was sworn to that he had expended a total of 343 hours in performing various duties in managing the hotel promoting its business and protecting the property He alleged he believed the hotel to be worth $350000 The report of receipts and disbursements attached to the receivers petition shows that he received from rents a total of $1025646 of which sum $114876 was for advance rents which would be earned after the receiver had surrendered possession
Id at 175
The Receiver must show by testimony depositions affidavits or otherwise the services
and benefits which he has rendered the receivership estate Id
The Receiver is Duty-Bound to Prove Benefit to the Estate
It is the Receivers duty to prove the necessity value and purpose of all fees and
expenses charged to the estate Proof is mandatory to protect the Court from accusations of
unjust compensation
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
(Emphasis supplied) Id at 176
Proof and explanation are essential
When the record fails to establish to our satisfaction a reasonable basis for the exercise of an enlightened and sound judicial discretion we must return the cause to the chancellor with directions to take and receive such testimony and evidence as is necessary to enable the chancellor to properly exercise his discretion and which will afford a basis on which the appellate court may intelligently review it if review be sought There is in the record before us only the petition and answer the essentials of which we have recited above These pleadings do not constitute sufficient proof in our opinion to enable the chancellor to properly exercise his judicial discretion nor do they afford an adequate basis on which we can intelligently review his order
Id
5
Governing Principles in Evaluating Fees and Expenses
Principle I A receiver is not a party to the case in which he is appointed On the
contrary a receiver is an agent of the court and is subject strictly to the appointing courts
supervision and control See Fugazy Travel Bureau Inc v State by Dickinson 188 So2d 842
844 (Fla 4th DCA 1966) As an officer of the court a receiver must act with neutrality as to the
parties to the underlying litigation and mirror the underlying impartiality that is incumbent upon
any judicial officer Id
Principle II Since a receiver is not a party he is not entitled to act as a party exercise
the rights of a party or meddle in the affairs of the parties to the underlying litigation
In the case of LEngle v Florida Central Railroad Co 14 Fla 266 it was held that a receiver was not a party in interest to be heard upon a motion to vacate an order previously made appointing him receiver The Court observed He (the receiver) has no right to intermeddle in questions affecting the rights of the parties or the disposition of the property in his hands In the order now being considered part of the compensation allowed was for participation in litigation concerning the receivers appointment In that litigation the receiver had no standing The controversy was entirely between the parties advocating his appointment and those resisting his appointment The receiver as an officer of the court had no interest in defending the propriety ofhis appointment and the corpus of the estate cannot properly be charged with his fees and expense for such activity
(Emphasis supplied) In re Fredcris Inc 108 So2d 901 904 (Fla 3d DCA 1959) also cited as
binding authority in Lee Management Inc v Financial Federal Sav and Loan Assn ojDade
County 556 So2d 536 (Fla 4th DCA 1990) (receiver has no authority to impair or enhance any
persons existing property rights)
Principle III The common law of the English Chancery Courts and every state in the
Union expressly hold that a custodial receiver is not a party to the underlying litigation and as
such cannot meddle with the rights of the parties or the matters at issue in the underlying action
6
Indeed the receiver is prohibited from seeking to participate in matters relating to his own
appointment and authority In re Fredcris 108 So2d 90 lat 904
Accordingly receivers must be expressly authorized in the order of appointment to
exercise the procedural rights of a party under the applicable rules of court such as the issuance
of subpoenas and the conduct of discovery The exercise of authority contrary to the common
law cannot be implied
The Florida Rules of Civil Procedure are patterned after the Federal Rules of Civil
Procedure Both sets of rules restrict the right to conduct discovery as belonging to a party This
absolutely includes the right to issue a subpoena duces tecum for the production of documents
and other things See us Commodity Futures Trading Comn v M25 Investments Inc 2009
WL 3740627 4 (NDTex2009) (appointment order expressly provided that 25 Kelly M
Crawford is appointed temporary Receiver with the powers enumerated below b Issue
subpoenas to obtain documents and records pertaining to the receivership and conduct discovery
in this action on behalf of the receivership estate)
Receivers Counsel Aware of Lack Authority to Issue Subpoena
The Receivers Counsel is well aware that his client has no authority to issue a
subpoena The undersigned has so informed the Receivers Counsel on more than one
occasion The last such occasion was on November 12009 when the undersigned informed the
Receivers Counsel Jacob Brown Esquire in no uncertain terms that the Receiver was not a
party and any subpoena issued by Receivers Counsel would be ignored as a void ultra vires
gesture This statement was reiterated the following day and Brown was invited to take the
matter up with this Court immediately ifhe thought this violated his clients appointment order
7
The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena
Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party
to the attention of the Court
Principle IV Any action beyond the express authorization set forth in the order of
appointment including taking possession of property that is not authorized to become part of the
Receivers Estate subjects the Receiver to individual liability
Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)
See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v
Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting
outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a
receivers liability and described it with respect to wrongful possession of property as follows
It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him
Brooke at 942 By definition any and all actions services and expenses associated with such
conduct or property cannot be charged against the lawful assets of the Estate
Principle V A receiver should seek the express direction and consent of the
appointing court for any intended action that may substantially affect the rights of a party or a
member of the public who is a stranger to the underlying litigation The receiver is not the court
and is obligated to seek instructions from the court as to any important matter affecting the
rights of anyone 1 Clark on Receivers sect38 at 40
8
A receiver or any party to the main action may ask the court to give instructions to the
receiver concerning his duties or the disposition of receivership property This is done by a
motion for instructions It may be a speaking motion The motion must be served on all parties
not in default Notice of the hearing on the motion must be given The court may hear evidence
at the hearing If such request is granted the court enters an order instructing the receiver even
though the order may be negative in effect
A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148
Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on
speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362
9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited
powers-to apply to the court for advice and directions Where a receiver acts without court
authority he assumes the risk ofliability for costs and expenses incurred)
Principle V A receivership exists to benefit the property over which it has been given
controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a
receiver and his authorized consultants is restricted generally to protecting the receivership
property or in providing some other tangible benefit to the Estate Fees charged for services
performed incompetently negligently ignorantly pointlessly or that serve anothers interest
provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla
2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of
Georgia 314 So2d 807 (Fla 3d DCA 1975)
9
If the Receiver is authorized to employ legal counsel then such lawyer is restricted to
providing authorized legal services that benefit the Estate The proper focus of a receivers
attorneys assistance is the receiver not any particular party or person Attorneys fees are
allowed only to the extent that they relate to the practice of law and do not include tasks that
should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed
Receivers sect 224
Attorneys fees to be charged against a receivership estate are subject to the same
evidentiary showing as the fees of a receiver
As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064
Lewis 94 So2d at 177
Likewise fees that do not benefit the estate include those expended in defense of the
receivers conduct including violating his authority as receiver
[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter
Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)
10
Conflicts of Interest and Disqualification of Fees
The value of legal services to the estate is a legitimate area of inquiry prescribed by law
in awarding attorneys fees to a receivers attorneys There is no other agent that operates so
effectively to devalue the worth oflegal services than a compelling and substantial conflict in the
judgment and loyalty of an attorney because he has standing attorney-client obligations with two
adverse and opposing clients in the same litigation
In the context of a receivership such a conflict in judgment and loyalty is geometrically
magnified The legal advice and recommendations of the conflicted attorney can result in the
violation of a fiduciary duty owed by one client or expose that client to liability for damages to
the opposing client or others impacted by the Receivers conduct
There is no equivalent circumstance in which the compromise of sound legal judgment
can wreak havoc on the innocent There is no more egregious exercise of compromised legal
judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct
fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such
conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity
explicated in what is known to every experienced receivers counsel as the Rule of Farwell
[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside
Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)
The Rule of Farwell has its origins in more general maxims of equity that define the
relationship and obligations of a receiver A court-appointed receiver is a full-fledged
11
fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A
receiver is a representative of the court and of all parties with an interest in the litigation Thus a
receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially
toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v
Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict
impartiality and undivided loyalty to all parties interested in the receivership estate and must not
dilute that loyalty)
Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal
with the trust estate for his own benefit and advantage or for that another See Id Sanders v
Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784
(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord
Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly
and fairly and must not use position for their own profit or to further the interests ofthemselves
or any other person with whom the receiver is associated)
The Rule of Farwells core prohibition has been codified by rule in all fifty states In
Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear
that a lawyer cannot represent parties with adverse or potentially opposing interests in the
context of any type of litigation Further a lawyer may not act as advocate against a client the
lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17
Comment
A lawyer also may not represent mUltiple parties to a negotiation whose interests are
fundamentally antagonistic to each other Id Further the Rules prevent law firms from using
the much maligned practice of claiming Chinese Walls between separate departments and
12
offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a
firm is prohibited from representing clients due to a conflict of interest the disqualification from
representation is imputed to every other member of the finn without exception Rule 4-11 O(a)
Apart from the ethical and disciplinary implications of prohibited dual representation the
common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney
burdened with a known conflict of interest seeks compensation for such valueless services
Any attorney subject to a conflict of interest because of a client relationship with a party
with a direct interest in the conduct of the receiver and a client relationship as legal counselor to
the receiver perfonning such duties may not recover any fees for services perfonned after the
date he knew or should have known that a prohibited conflict existed because of the opposing
interests between the (client) party and the receiver See James T Butler PA v Walker 932
So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to
recover a fee tenninates when the attorney realizes or should have realized that he cannot
ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA
555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates
when attorney realizes or should have realized that he cannot ethically represent his client)
Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)
(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys
fees)
By definition it should be automatically presumed as a matter of law that a receivers
position is adverse to all parties with an interest in his duties and estate Because the receiver is
an officer of the court and should be as free from friendliness to a party as should the court
itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of
13
the receiver is that of an officer of the court He may be considered a quasi-trustee he is not
appointed for the benefit of either party and does not derive his authority from either one 65
AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a
fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the
protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769
(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal
interests would substantially conflict with his unbiased judgment and duties as receiver Law of
Receivers supra sect 115
As a practical matter a lawyer subject to a probable or even potential conflict should
never act as counsel to a receiver It is fundamental that an attorney should never act as counsel
for a receiver if a client of his firm is a party or person with a direct interest and stake in the
receivership There are sound reasons for this absolutism
In the normal client conflict situation it is generally the attorney who becomes liable for
elevating one clients interests over that of another The harm caused by such conflict is
restricted to the injured client The conflict creates no direct liability between the favored and
injured client The conflict creates no additional1iability in the injured client as a direct result of
the offending attorneys conflict Such private client attorney conflicts do not affect the
operation reputation or dignity of any court and generally have no secondary impact on the
public
A conflict of interest that directly affects the actions taken by a receiver has exponentially
greater and weighty consequences A receiver is a fiduciary to the court and persons with a
cognizable interest in the estate A receiver is a state actor exercising state authority
14
A receiver is subject to individual liability and must hire separate counsel for all matters
in which his actions are challenged as unauthorized or illegal The instant case is a text book
example of why a conflicted attorney should never serve in the position of legal advisor to a
receiver
Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A
The Bank of America NA is an active marquee client of Akerman Senterfitt The firm
vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s
MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS
COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT
TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT
TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND
BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE
POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF
RECORD are incorporated herein by reference as if each was fully restated herein
A Concrete Adversarial Conflict Promptly Arises
The record shows that within days of the inception of the Premier Atlantic Receivership
the Bank and the Receiver developed an adverse relationship The relationship became adverse
because as the record shows the Receiver attempted to use his own independent judgment and
discretion rather than submit to the direction of the Bank
At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the
Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day
that the United States Bankruptcy Court dismissed the proceedings involving 11-2001
15
After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
16
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
The receiver alleged in his petition which was sworn to that he had expended a total of 343 hours in performing various duties in managing the hotel promoting its business and protecting the property He alleged he believed the hotel to be worth $350000 The report of receipts and disbursements attached to the receivers petition shows that he received from rents a total of $1025646 of which sum $114876 was for advance rents which would be earned after the receiver had surrendered possession
Id at 175
The Receiver must show by testimony depositions affidavits or otherwise the services
and benefits which he has rendered the receivership estate Id
The Receiver is Duty-Bound to Prove Benefit to the Estate
It is the Receivers duty to prove the necessity value and purpose of all fees and
expenses charged to the estate Proof is mandatory to protect the Court from accusations of
unjust compensation
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
(Emphasis supplied) Id at 176
Proof and explanation are essential
When the record fails to establish to our satisfaction a reasonable basis for the exercise of an enlightened and sound judicial discretion we must return the cause to the chancellor with directions to take and receive such testimony and evidence as is necessary to enable the chancellor to properly exercise his discretion and which will afford a basis on which the appellate court may intelligently review it if review be sought There is in the record before us only the petition and answer the essentials of which we have recited above These pleadings do not constitute sufficient proof in our opinion to enable the chancellor to properly exercise his judicial discretion nor do they afford an adequate basis on which we can intelligently review his order
Id
5
Governing Principles in Evaluating Fees and Expenses
Principle I A receiver is not a party to the case in which he is appointed On the
contrary a receiver is an agent of the court and is subject strictly to the appointing courts
supervision and control See Fugazy Travel Bureau Inc v State by Dickinson 188 So2d 842
844 (Fla 4th DCA 1966) As an officer of the court a receiver must act with neutrality as to the
parties to the underlying litigation and mirror the underlying impartiality that is incumbent upon
any judicial officer Id
Principle II Since a receiver is not a party he is not entitled to act as a party exercise
the rights of a party or meddle in the affairs of the parties to the underlying litigation
In the case of LEngle v Florida Central Railroad Co 14 Fla 266 it was held that a receiver was not a party in interest to be heard upon a motion to vacate an order previously made appointing him receiver The Court observed He (the receiver) has no right to intermeddle in questions affecting the rights of the parties or the disposition of the property in his hands In the order now being considered part of the compensation allowed was for participation in litigation concerning the receivers appointment In that litigation the receiver had no standing The controversy was entirely between the parties advocating his appointment and those resisting his appointment The receiver as an officer of the court had no interest in defending the propriety ofhis appointment and the corpus of the estate cannot properly be charged with his fees and expense for such activity
(Emphasis supplied) In re Fredcris Inc 108 So2d 901 904 (Fla 3d DCA 1959) also cited as
binding authority in Lee Management Inc v Financial Federal Sav and Loan Assn ojDade
County 556 So2d 536 (Fla 4th DCA 1990) (receiver has no authority to impair or enhance any
persons existing property rights)
Principle III The common law of the English Chancery Courts and every state in the
Union expressly hold that a custodial receiver is not a party to the underlying litigation and as
such cannot meddle with the rights of the parties or the matters at issue in the underlying action
6
Indeed the receiver is prohibited from seeking to participate in matters relating to his own
appointment and authority In re Fredcris 108 So2d 90 lat 904
Accordingly receivers must be expressly authorized in the order of appointment to
exercise the procedural rights of a party under the applicable rules of court such as the issuance
of subpoenas and the conduct of discovery The exercise of authority contrary to the common
law cannot be implied
The Florida Rules of Civil Procedure are patterned after the Federal Rules of Civil
Procedure Both sets of rules restrict the right to conduct discovery as belonging to a party This
absolutely includes the right to issue a subpoena duces tecum for the production of documents
and other things See us Commodity Futures Trading Comn v M25 Investments Inc 2009
WL 3740627 4 (NDTex2009) (appointment order expressly provided that 25 Kelly M
Crawford is appointed temporary Receiver with the powers enumerated below b Issue
subpoenas to obtain documents and records pertaining to the receivership and conduct discovery
in this action on behalf of the receivership estate)
Receivers Counsel Aware of Lack Authority to Issue Subpoena
The Receivers Counsel is well aware that his client has no authority to issue a
subpoena The undersigned has so informed the Receivers Counsel on more than one
occasion The last such occasion was on November 12009 when the undersigned informed the
Receivers Counsel Jacob Brown Esquire in no uncertain terms that the Receiver was not a
party and any subpoena issued by Receivers Counsel would be ignored as a void ultra vires
gesture This statement was reiterated the following day and Brown was invited to take the
matter up with this Court immediately ifhe thought this violated his clients appointment order
7
The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena
Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party
to the attention of the Court
Principle IV Any action beyond the express authorization set forth in the order of
appointment including taking possession of property that is not authorized to become part of the
Receivers Estate subjects the Receiver to individual liability
Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)
See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v
Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting
outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a
receivers liability and described it with respect to wrongful possession of property as follows
It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him
Brooke at 942 By definition any and all actions services and expenses associated with such
conduct or property cannot be charged against the lawful assets of the Estate
Principle V A receiver should seek the express direction and consent of the
appointing court for any intended action that may substantially affect the rights of a party or a
member of the public who is a stranger to the underlying litigation The receiver is not the court
and is obligated to seek instructions from the court as to any important matter affecting the
rights of anyone 1 Clark on Receivers sect38 at 40
8
A receiver or any party to the main action may ask the court to give instructions to the
receiver concerning his duties or the disposition of receivership property This is done by a
motion for instructions It may be a speaking motion The motion must be served on all parties
not in default Notice of the hearing on the motion must be given The court may hear evidence
at the hearing If such request is granted the court enters an order instructing the receiver even
though the order may be negative in effect
A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148
Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on
speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362
9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited
powers-to apply to the court for advice and directions Where a receiver acts without court
authority he assumes the risk ofliability for costs and expenses incurred)
Principle V A receivership exists to benefit the property over which it has been given
controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a
receiver and his authorized consultants is restricted generally to protecting the receivership
property or in providing some other tangible benefit to the Estate Fees charged for services
performed incompetently negligently ignorantly pointlessly or that serve anothers interest
provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla
2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of
Georgia 314 So2d 807 (Fla 3d DCA 1975)
9
If the Receiver is authorized to employ legal counsel then such lawyer is restricted to
providing authorized legal services that benefit the Estate The proper focus of a receivers
attorneys assistance is the receiver not any particular party or person Attorneys fees are
allowed only to the extent that they relate to the practice of law and do not include tasks that
should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed
Receivers sect 224
Attorneys fees to be charged against a receivership estate are subject to the same
evidentiary showing as the fees of a receiver
As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064
Lewis 94 So2d at 177
Likewise fees that do not benefit the estate include those expended in defense of the
receivers conduct including violating his authority as receiver
[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter
Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)
10
Conflicts of Interest and Disqualification of Fees
The value of legal services to the estate is a legitimate area of inquiry prescribed by law
in awarding attorneys fees to a receivers attorneys There is no other agent that operates so
effectively to devalue the worth oflegal services than a compelling and substantial conflict in the
judgment and loyalty of an attorney because he has standing attorney-client obligations with two
adverse and opposing clients in the same litigation
In the context of a receivership such a conflict in judgment and loyalty is geometrically
magnified The legal advice and recommendations of the conflicted attorney can result in the
violation of a fiduciary duty owed by one client or expose that client to liability for damages to
the opposing client or others impacted by the Receivers conduct
There is no equivalent circumstance in which the compromise of sound legal judgment
can wreak havoc on the innocent There is no more egregious exercise of compromised legal
judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct
fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such
conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity
explicated in what is known to every experienced receivers counsel as the Rule of Farwell
[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside
Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)
The Rule of Farwell has its origins in more general maxims of equity that define the
relationship and obligations of a receiver A court-appointed receiver is a full-fledged
11
fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A
receiver is a representative of the court and of all parties with an interest in the litigation Thus a
receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially
toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v
Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict
impartiality and undivided loyalty to all parties interested in the receivership estate and must not
dilute that loyalty)
Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal
with the trust estate for his own benefit and advantage or for that another See Id Sanders v
Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784
(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord
Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly
and fairly and must not use position for their own profit or to further the interests ofthemselves
or any other person with whom the receiver is associated)
The Rule of Farwells core prohibition has been codified by rule in all fifty states In
Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear
that a lawyer cannot represent parties with adverse or potentially opposing interests in the
context of any type of litigation Further a lawyer may not act as advocate against a client the
lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17
Comment
A lawyer also may not represent mUltiple parties to a negotiation whose interests are
fundamentally antagonistic to each other Id Further the Rules prevent law firms from using
the much maligned practice of claiming Chinese Walls between separate departments and
12
offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a
firm is prohibited from representing clients due to a conflict of interest the disqualification from
representation is imputed to every other member of the finn without exception Rule 4-11 O(a)
Apart from the ethical and disciplinary implications of prohibited dual representation the
common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney
burdened with a known conflict of interest seeks compensation for such valueless services
Any attorney subject to a conflict of interest because of a client relationship with a party
with a direct interest in the conduct of the receiver and a client relationship as legal counselor to
the receiver perfonning such duties may not recover any fees for services perfonned after the
date he knew or should have known that a prohibited conflict existed because of the opposing
interests between the (client) party and the receiver See James T Butler PA v Walker 932
So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to
recover a fee tenninates when the attorney realizes or should have realized that he cannot
ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA
555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates
when attorney realizes or should have realized that he cannot ethically represent his client)
Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)
(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys
fees)
By definition it should be automatically presumed as a matter of law that a receivers
position is adverse to all parties with an interest in his duties and estate Because the receiver is
an officer of the court and should be as free from friendliness to a party as should the court
itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of
13
the receiver is that of an officer of the court He may be considered a quasi-trustee he is not
appointed for the benefit of either party and does not derive his authority from either one 65
AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a
fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the
protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769
(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal
interests would substantially conflict with his unbiased judgment and duties as receiver Law of
Receivers supra sect 115
As a practical matter a lawyer subject to a probable or even potential conflict should
never act as counsel to a receiver It is fundamental that an attorney should never act as counsel
for a receiver if a client of his firm is a party or person with a direct interest and stake in the
receivership There are sound reasons for this absolutism
In the normal client conflict situation it is generally the attorney who becomes liable for
elevating one clients interests over that of another The harm caused by such conflict is
restricted to the injured client The conflict creates no direct liability between the favored and
injured client The conflict creates no additional1iability in the injured client as a direct result of
the offending attorneys conflict Such private client attorney conflicts do not affect the
operation reputation or dignity of any court and generally have no secondary impact on the
public
A conflict of interest that directly affects the actions taken by a receiver has exponentially
greater and weighty consequences A receiver is a fiduciary to the court and persons with a
cognizable interest in the estate A receiver is a state actor exercising state authority
14
A receiver is subject to individual liability and must hire separate counsel for all matters
in which his actions are challenged as unauthorized or illegal The instant case is a text book
example of why a conflicted attorney should never serve in the position of legal advisor to a
receiver
Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A
The Bank of America NA is an active marquee client of Akerman Senterfitt The firm
vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s
MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS
COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT
TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT
TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND
BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE
POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF
RECORD are incorporated herein by reference as if each was fully restated herein
A Concrete Adversarial Conflict Promptly Arises
The record shows that within days of the inception of the Premier Atlantic Receivership
the Bank and the Receiver developed an adverse relationship The relationship became adverse
because as the record shows the Receiver attempted to use his own independent judgment and
discretion rather than submit to the direction of the Bank
At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the
Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day
that the United States Bankruptcy Court dismissed the proceedings involving 11-2001
15
After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
16
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Governing Principles in Evaluating Fees and Expenses
Principle I A receiver is not a party to the case in which he is appointed On the
contrary a receiver is an agent of the court and is subject strictly to the appointing courts
supervision and control See Fugazy Travel Bureau Inc v State by Dickinson 188 So2d 842
844 (Fla 4th DCA 1966) As an officer of the court a receiver must act with neutrality as to the
parties to the underlying litigation and mirror the underlying impartiality that is incumbent upon
any judicial officer Id
Principle II Since a receiver is not a party he is not entitled to act as a party exercise
the rights of a party or meddle in the affairs of the parties to the underlying litigation
In the case of LEngle v Florida Central Railroad Co 14 Fla 266 it was held that a receiver was not a party in interest to be heard upon a motion to vacate an order previously made appointing him receiver The Court observed He (the receiver) has no right to intermeddle in questions affecting the rights of the parties or the disposition of the property in his hands In the order now being considered part of the compensation allowed was for participation in litigation concerning the receivers appointment In that litigation the receiver had no standing The controversy was entirely between the parties advocating his appointment and those resisting his appointment The receiver as an officer of the court had no interest in defending the propriety ofhis appointment and the corpus of the estate cannot properly be charged with his fees and expense for such activity
(Emphasis supplied) In re Fredcris Inc 108 So2d 901 904 (Fla 3d DCA 1959) also cited as
binding authority in Lee Management Inc v Financial Federal Sav and Loan Assn ojDade
County 556 So2d 536 (Fla 4th DCA 1990) (receiver has no authority to impair or enhance any
persons existing property rights)
Principle III The common law of the English Chancery Courts and every state in the
Union expressly hold that a custodial receiver is not a party to the underlying litigation and as
such cannot meddle with the rights of the parties or the matters at issue in the underlying action
6
Indeed the receiver is prohibited from seeking to participate in matters relating to his own
appointment and authority In re Fredcris 108 So2d 90 lat 904
Accordingly receivers must be expressly authorized in the order of appointment to
exercise the procedural rights of a party under the applicable rules of court such as the issuance
of subpoenas and the conduct of discovery The exercise of authority contrary to the common
law cannot be implied
The Florida Rules of Civil Procedure are patterned after the Federal Rules of Civil
Procedure Both sets of rules restrict the right to conduct discovery as belonging to a party This
absolutely includes the right to issue a subpoena duces tecum for the production of documents
and other things See us Commodity Futures Trading Comn v M25 Investments Inc 2009
WL 3740627 4 (NDTex2009) (appointment order expressly provided that 25 Kelly M
Crawford is appointed temporary Receiver with the powers enumerated below b Issue
subpoenas to obtain documents and records pertaining to the receivership and conduct discovery
in this action on behalf of the receivership estate)
Receivers Counsel Aware of Lack Authority to Issue Subpoena
The Receivers Counsel is well aware that his client has no authority to issue a
subpoena The undersigned has so informed the Receivers Counsel on more than one
occasion The last such occasion was on November 12009 when the undersigned informed the
Receivers Counsel Jacob Brown Esquire in no uncertain terms that the Receiver was not a
party and any subpoena issued by Receivers Counsel would be ignored as a void ultra vires
gesture This statement was reiterated the following day and Brown was invited to take the
matter up with this Court immediately ifhe thought this violated his clients appointment order
7
The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena
Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party
to the attention of the Court
Principle IV Any action beyond the express authorization set forth in the order of
appointment including taking possession of property that is not authorized to become part of the
Receivers Estate subjects the Receiver to individual liability
Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)
See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v
Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting
outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a
receivers liability and described it with respect to wrongful possession of property as follows
It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him
Brooke at 942 By definition any and all actions services and expenses associated with such
conduct or property cannot be charged against the lawful assets of the Estate
Principle V A receiver should seek the express direction and consent of the
appointing court for any intended action that may substantially affect the rights of a party or a
member of the public who is a stranger to the underlying litigation The receiver is not the court
and is obligated to seek instructions from the court as to any important matter affecting the
rights of anyone 1 Clark on Receivers sect38 at 40
8
A receiver or any party to the main action may ask the court to give instructions to the
receiver concerning his duties or the disposition of receivership property This is done by a
motion for instructions It may be a speaking motion The motion must be served on all parties
not in default Notice of the hearing on the motion must be given The court may hear evidence
at the hearing If such request is granted the court enters an order instructing the receiver even
though the order may be negative in effect
A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148
Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on
speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362
9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited
powers-to apply to the court for advice and directions Where a receiver acts without court
authority he assumes the risk ofliability for costs and expenses incurred)
Principle V A receivership exists to benefit the property over which it has been given
controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a
receiver and his authorized consultants is restricted generally to protecting the receivership
property or in providing some other tangible benefit to the Estate Fees charged for services
performed incompetently negligently ignorantly pointlessly or that serve anothers interest
provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla
2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of
Georgia 314 So2d 807 (Fla 3d DCA 1975)
9
If the Receiver is authorized to employ legal counsel then such lawyer is restricted to
providing authorized legal services that benefit the Estate The proper focus of a receivers
attorneys assistance is the receiver not any particular party or person Attorneys fees are
allowed only to the extent that they relate to the practice of law and do not include tasks that
should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed
Receivers sect 224
Attorneys fees to be charged against a receivership estate are subject to the same
evidentiary showing as the fees of a receiver
As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064
Lewis 94 So2d at 177
Likewise fees that do not benefit the estate include those expended in defense of the
receivers conduct including violating his authority as receiver
[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter
Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)
10
Conflicts of Interest and Disqualification of Fees
The value of legal services to the estate is a legitimate area of inquiry prescribed by law
in awarding attorneys fees to a receivers attorneys There is no other agent that operates so
effectively to devalue the worth oflegal services than a compelling and substantial conflict in the
judgment and loyalty of an attorney because he has standing attorney-client obligations with two
adverse and opposing clients in the same litigation
In the context of a receivership such a conflict in judgment and loyalty is geometrically
magnified The legal advice and recommendations of the conflicted attorney can result in the
violation of a fiduciary duty owed by one client or expose that client to liability for damages to
the opposing client or others impacted by the Receivers conduct
There is no equivalent circumstance in which the compromise of sound legal judgment
can wreak havoc on the innocent There is no more egregious exercise of compromised legal
judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct
fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such
conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity
explicated in what is known to every experienced receivers counsel as the Rule of Farwell
[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside
Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)
The Rule of Farwell has its origins in more general maxims of equity that define the
relationship and obligations of a receiver A court-appointed receiver is a full-fledged
11
fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A
receiver is a representative of the court and of all parties with an interest in the litigation Thus a
receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially
toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v
Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict
impartiality and undivided loyalty to all parties interested in the receivership estate and must not
dilute that loyalty)
Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal
with the trust estate for his own benefit and advantage or for that another See Id Sanders v
Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784
(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord
Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly
and fairly and must not use position for their own profit or to further the interests ofthemselves
or any other person with whom the receiver is associated)
The Rule of Farwells core prohibition has been codified by rule in all fifty states In
Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear
that a lawyer cannot represent parties with adverse or potentially opposing interests in the
context of any type of litigation Further a lawyer may not act as advocate against a client the
lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17
Comment
A lawyer also may not represent mUltiple parties to a negotiation whose interests are
fundamentally antagonistic to each other Id Further the Rules prevent law firms from using
the much maligned practice of claiming Chinese Walls between separate departments and
12
offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a
firm is prohibited from representing clients due to a conflict of interest the disqualification from
representation is imputed to every other member of the finn without exception Rule 4-11 O(a)
Apart from the ethical and disciplinary implications of prohibited dual representation the
common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney
burdened with a known conflict of interest seeks compensation for such valueless services
Any attorney subject to a conflict of interest because of a client relationship with a party
with a direct interest in the conduct of the receiver and a client relationship as legal counselor to
the receiver perfonning such duties may not recover any fees for services perfonned after the
date he knew or should have known that a prohibited conflict existed because of the opposing
interests between the (client) party and the receiver See James T Butler PA v Walker 932
So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to
recover a fee tenninates when the attorney realizes or should have realized that he cannot
ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA
555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates
when attorney realizes or should have realized that he cannot ethically represent his client)
Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)
(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys
fees)
By definition it should be automatically presumed as a matter of law that a receivers
position is adverse to all parties with an interest in his duties and estate Because the receiver is
an officer of the court and should be as free from friendliness to a party as should the court
itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of
13
the receiver is that of an officer of the court He may be considered a quasi-trustee he is not
appointed for the benefit of either party and does not derive his authority from either one 65
AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a
fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the
protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769
(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal
interests would substantially conflict with his unbiased judgment and duties as receiver Law of
Receivers supra sect 115
As a practical matter a lawyer subject to a probable or even potential conflict should
never act as counsel to a receiver It is fundamental that an attorney should never act as counsel
for a receiver if a client of his firm is a party or person with a direct interest and stake in the
receivership There are sound reasons for this absolutism
In the normal client conflict situation it is generally the attorney who becomes liable for
elevating one clients interests over that of another The harm caused by such conflict is
restricted to the injured client The conflict creates no direct liability between the favored and
injured client The conflict creates no additional1iability in the injured client as a direct result of
the offending attorneys conflict Such private client attorney conflicts do not affect the
operation reputation or dignity of any court and generally have no secondary impact on the
public
A conflict of interest that directly affects the actions taken by a receiver has exponentially
greater and weighty consequences A receiver is a fiduciary to the court and persons with a
cognizable interest in the estate A receiver is a state actor exercising state authority
14
A receiver is subject to individual liability and must hire separate counsel for all matters
in which his actions are challenged as unauthorized or illegal The instant case is a text book
example of why a conflicted attorney should never serve in the position of legal advisor to a
receiver
Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A
The Bank of America NA is an active marquee client of Akerman Senterfitt The firm
vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s
MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS
COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT
TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT
TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND
BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE
POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF
RECORD are incorporated herein by reference as if each was fully restated herein
A Concrete Adversarial Conflict Promptly Arises
The record shows that within days of the inception of the Premier Atlantic Receivership
the Bank and the Receiver developed an adverse relationship The relationship became adverse
because as the record shows the Receiver attempted to use his own independent judgment and
discretion rather than submit to the direction of the Bank
At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the
Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day
that the United States Bankruptcy Court dismissed the proceedings involving 11-2001
15
After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
16
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Indeed the receiver is prohibited from seeking to participate in matters relating to his own
appointment and authority In re Fredcris 108 So2d 90 lat 904
Accordingly receivers must be expressly authorized in the order of appointment to
exercise the procedural rights of a party under the applicable rules of court such as the issuance
of subpoenas and the conduct of discovery The exercise of authority contrary to the common
law cannot be implied
The Florida Rules of Civil Procedure are patterned after the Federal Rules of Civil
Procedure Both sets of rules restrict the right to conduct discovery as belonging to a party This
absolutely includes the right to issue a subpoena duces tecum for the production of documents
and other things See us Commodity Futures Trading Comn v M25 Investments Inc 2009
WL 3740627 4 (NDTex2009) (appointment order expressly provided that 25 Kelly M
Crawford is appointed temporary Receiver with the powers enumerated below b Issue
subpoenas to obtain documents and records pertaining to the receivership and conduct discovery
in this action on behalf of the receivership estate)
Receivers Counsel Aware of Lack Authority to Issue Subpoena
The Receivers Counsel is well aware that his client has no authority to issue a
subpoena The undersigned has so informed the Receivers Counsel on more than one
occasion The last such occasion was on November 12009 when the undersigned informed the
Receivers Counsel Jacob Brown Esquire in no uncertain terms that the Receiver was not a
party and any subpoena issued by Receivers Counsel would be ignored as a void ultra vires
gesture This statement was reiterated the following day and Brown was invited to take the
matter up with this Court immediately ifhe thought this violated his clients appointment order
7
The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena
Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party
to the attention of the Court
Principle IV Any action beyond the express authorization set forth in the order of
appointment including taking possession of property that is not authorized to become part of the
Receivers Estate subjects the Receiver to individual liability
Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)
See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v
Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting
outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a
receivers liability and described it with respect to wrongful possession of property as follows
It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him
Brooke at 942 By definition any and all actions services and expenses associated with such
conduct or property cannot be charged against the lawful assets of the Estate
Principle V A receiver should seek the express direction and consent of the
appointing court for any intended action that may substantially affect the rights of a party or a
member of the public who is a stranger to the underlying litigation The receiver is not the court
and is obligated to seek instructions from the court as to any important matter affecting the
rights of anyone 1 Clark on Receivers sect38 at 40
8
A receiver or any party to the main action may ask the court to give instructions to the
receiver concerning his duties or the disposition of receivership property This is done by a
motion for instructions It may be a speaking motion The motion must be served on all parties
not in default Notice of the hearing on the motion must be given The court may hear evidence
at the hearing If such request is granted the court enters an order instructing the receiver even
though the order may be negative in effect
A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148
Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on
speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362
9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited
powers-to apply to the court for advice and directions Where a receiver acts without court
authority he assumes the risk ofliability for costs and expenses incurred)
Principle V A receivership exists to benefit the property over which it has been given
controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a
receiver and his authorized consultants is restricted generally to protecting the receivership
property or in providing some other tangible benefit to the Estate Fees charged for services
performed incompetently negligently ignorantly pointlessly or that serve anothers interest
provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla
2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of
Georgia 314 So2d 807 (Fla 3d DCA 1975)
9
If the Receiver is authorized to employ legal counsel then such lawyer is restricted to
providing authorized legal services that benefit the Estate The proper focus of a receivers
attorneys assistance is the receiver not any particular party or person Attorneys fees are
allowed only to the extent that they relate to the practice of law and do not include tasks that
should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed
Receivers sect 224
Attorneys fees to be charged against a receivership estate are subject to the same
evidentiary showing as the fees of a receiver
As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064
Lewis 94 So2d at 177
Likewise fees that do not benefit the estate include those expended in defense of the
receivers conduct including violating his authority as receiver
[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter
Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)
10
Conflicts of Interest and Disqualification of Fees
The value of legal services to the estate is a legitimate area of inquiry prescribed by law
in awarding attorneys fees to a receivers attorneys There is no other agent that operates so
effectively to devalue the worth oflegal services than a compelling and substantial conflict in the
judgment and loyalty of an attorney because he has standing attorney-client obligations with two
adverse and opposing clients in the same litigation
In the context of a receivership such a conflict in judgment and loyalty is geometrically
magnified The legal advice and recommendations of the conflicted attorney can result in the
violation of a fiduciary duty owed by one client or expose that client to liability for damages to
the opposing client or others impacted by the Receivers conduct
There is no equivalent circumstance in which the compromise of sound legal judgment
can wreak havoc on the innocent There is no more egregious exercise of compromised legal
judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct
fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such
conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity
explicated in what is known to every experienced receivers counsel as the Rule of Farwell
[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside
Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)
The Rule of Farwell has its origins in more general maxims of equity that define the
relationship and obligations of a receiver A court-appointed receiver is a full-fledged
11
fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A
receiver is a representative of the court and of all parties with an interest in the litigation Thus a
receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially
toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v
Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict
impartiality and undivided loyalty to all parties interested in the receivership estate and must not
dilute that loyalty)
Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal
with the trust estate for his own benefit and advantage or for that another See Id Sanders v
Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784
(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord
Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly
and fairly and must not use position for their own profit or to further the interests ofthemselves
or any other person with whom the receiver is associated)
The Rule of Farwells core prohibition has been codified by rule in all fifty states In
Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear
that a lawyer cannot represent parties with adverse or potentially opposing interests in the
context of any type of litigation Further a lawyer may not act as advocate against a client the
lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17
Comment
A lawyer also may not represent mUltiple parties to a negotiation whose interests are
fundamentally antagonistic to each other Id Further the Rules prevent law firms from using
the much maligned practice of claiming Chinese Walls between separate departments and
12
offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a
firm is prohibited from representing clients due to a conflict of interest the disqualification from
representation is imputed to every other member of the finn without exception Rule 4-11 O(a)
Apart from the ethical and disciplinary implications of prohibited dual representation the
common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney
burdened with a known conflict of interest seeks compensation for such valueless services
Any attorney subject to a conflict of interest because of a client relationship with a party
with a direct interest in the conduct of the receiver and a client relationship as legal counselor to
the receiver perfonning such duties may not recover any fees for services perfonned after the
date he knew or should have known that a prohibited conflict existed because of the opposing
interests between the (client) party and the receiver See James T Butler PA v Walker 932
So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to
recover a fee tenninates when the attorney realizes or should have realized that he cannot
ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA
555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates
when attorney realizes or should have realized that he cannot ethically represent his client)
Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)
(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys
fees)
By definition it should be automatically presumed as a matter of law that a receivers
position is adverse to all parties with an interest in his duties and estate Because the receiver is
an officer of the court and should be as free from friendliness to a party as should the court
itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of
13
the receiver is that of an officer of the court He may be considered a quasi-trustee he is not
appointed for the benefit of either party and does not derive his authority from either one 65
AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a
fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the
protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769
(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal
interests would substantially conflict with his unbiased judgment and duties as receiver Law of
Receivers supra sect 115
As a practical matter a lawyer subject to a probable or even potential conflict should
never act as counsel to a receiver It is fundamental that an attorney should never act as counsel
for a receiver if a client of his firm is a party or person with a direct interest and stake in the
receivership There are sound reasons for this absolutism
In the normal client conflict situation it is generally the attorney who becomes liable for
elevating one clients interests over that of another The harm caused by such conflict is
restricted to the injured client The conflict creates no direct liability between the favored and
injured client The conflict creates no additional1iability in the injured client as a direct result of
the offending attorneys conflict Such private client attorney conflicts do not affect the
operation reputation or dignity of any court and generally have no secondary impact on the
public
A conflict of interest that directly affects the actions taken by a receiver has exponentially
greater and weighty consequences A receiver is a fiduciary to the court and persons with a
cognizable interest in the estate A receiver is a state actor exercising state authority
14
A receiver is subject to individual liability and must hire separate counsel for all matters
in which his actions are challenged as unauthorized or illegal The instant case is a text book
example of why a conflicted attorney should never serve in the position of legal advisor to a
receiver
Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A
The Bank of America NA is an active marquee client of Akerman Senterfitt The firm
vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s
MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS
COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT
TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT
TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND
BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE
POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF
RECORD are incorporated herein by reference as if each was fully restated herein
A Concrete Adversarial Conflict Promptly Arises
The record shows that within days of the inception of the Premier Atlantic Receivership
the Bank and the Receiver developed an adverse relationship The relationship became adverse
because as the record shows the Receiver attempted to use his own independent judgment and
discretion rather than submit to the direction of the Bank
At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the
Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day
that the United States Bankruptcy Court dismissed the proceedings involving 11-2001
15
After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
16
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
The Receiver made no attempt to enforce this refusal to honor the Receivers Subpoena
Duces Tecum and made no attempt to bring the issue of the Receivers authority to act as a party
to the attention of the Court
Principle IV Any action beyond the express authorization set forth in the order of
appointment including taking possession of property that is not authorized to become part of the
Receivers Estate subjects the Receiver to individual liability
Thus if the receiver steps outside the authority and acts or contracts or is guilty of misfeasance or negligence the receiver can be sued as an individual and leave of court is not necessary Brooke v Kettler 1910 166 Ala 76 51 So 940 2 Clarke on Receivers 3d ed s 519(c)
See Murtha v Steijskal 232 So2d 53 55 (Fla 4th DCA 1970) Murtha cites to Brooke v
Kettler 51 So 940 942 (Ala 1910) as authority for its holding on a receivers liability for acting
outside the scope of his authority Brooke invoked the unifoffilly applied common law rule of a
receivers liability and described it with respect to wrongful possession of property as follows
It is axiomatic also that if a receiver does something outside of his duties as receiver or takes possession of property which the court has not authorized him to take possession of he cannot claim the protection of the court against a suit brought against him on account of the same Accordingly it is held that if the receiver takes possession of property which is not embraced in the receivership the protection of the court appointing the receiver will not be accorded to him
Brooke at 942 By definition any and all actions services and expenses associated with such
conduct or property cannot be charged against the lawful assets of the Estate
Principle V A receiver should seek the express direction and consent of the
appointing court for any intended action that may substantially affect the rights of a party or a
member of the public who is a stranger to the underlying litigation The receiver is not the court
and is obligated to seek instructions from the court as to any important matter affecting the
rights of anyone 1 Clark on Receivers sect38 at 40
8
A receiver or any party to the main action may ask the court to give instructions to the
receiver concerning his duties or the disposition of receivership property This is done by a
motion for instructions It may be a speaking motion The motion must be served on all parties
not in default Notice of the hearing on the motion must be given The court may hear evidence
at the hearing If such request is granted the court enters an order instructing the receiver even
though the order may be negative in effect
A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148
Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on
speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362
9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited
powers-to apply to the court for advice and directions Where a receiver acts without court
authority he assumes the risk ofliability for costs and expenses incurred)
Principle V A receivership exists to benefit the property over which it has been given
controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a
receiver and his authorized consultants is restricted generally to protecting the receivership
property or in providing some other tangible benefit to the Estate Fees charged for services
performed incompetently negligently ignorantly pointlessly or that serve anothers interest
provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla
2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of
Georgia 314 So2d 807 (Fla 3d DCA 1975)
9
If the Receiver is authorized to employ legal counsel then such lawyer is restricted to
providing authorized legal services that benefit the Estate The proper focus of a receivers
attorneys assistance is the receiver not any particular party or person Attorneys fees are
allowed only to the extent that they relate to the practice of law and do not include tasks that
should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed
Receivers sect 224
Attorneys fees to be charged against a receivership estate are subject to the same
evidentiary showing as the fees of a receiver
As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064
Lewis 94 So2d at 177
Likewise fees that do not benefit the estate include those expended in defense of the
receivers conduct including violating his authority as receiver
[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter
Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)
10
Conflicts of Interest and Disqualification of Fees
The value of legal services to the estate is a legitimate area of inquiry prescribed by law
in awarding attorneys fees to a receivers attorneys There is no other agent that operates so
effectively to devalue the worth oflegal services than a compelling and substantial conflict in the
judgment and loyalty of an attorney because he has standing attorney-client obligations with two
adverse and opposing clients in the same litigation
In the context of a receivership such a conflict in judgment and loyalty is geometrically
magnified The legal advice and recommendations of the conflicted attorney can result in the
violation of a fiduciary duty owed by one client or expose that client to liability for damages to
the opposing client or others impacted by the Receivers conduct
There is no equivalent circumstance in which the compromise of sound legal judgment
can wreak havoc on the innocent There is no more egregious exercise of compromised legal
judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct
fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such
conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity
explicated in what is known to every experienced receivers counsel as the Rule of Farwell
[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside
Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)
The Rule of Farwell has its origins in more general maxims of equity that define the
relationship and obligations of a receiver A court-appointed receiver is a full-fledged
11
fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A
receiver is a representative of the court and of all parties with an interest in the litigation Thus a
receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially
toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v
Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict
impartiality and undivided loyalty to all parties interested in the receivership estate and must not
dilute that loyalty)
Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal
with the trust estate for his own benefit and advantage or for that another See Id Sanders v
Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784
(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord
Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly
and fairly and must not use position for their own profit or to further the interests ofthemselves
or any other person with whom the receiver is associated)
The Rule of Farwells core prohibition has been codified by rule in all fifty states In
Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear
that a lawyer cannot represent parties with adverse or potentially opposing interests in the
context of any type of litigation Further a lawyer may not act as advocate against a client the
lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17
Comment
A lawyer also may not represent mUltiple parties to a negotiation whose interests are
fundamentally antagonistic to each other Id Further the Rules prevent law firms from using
the much maligned practice of claiming Chinese Walls between separate departments and
12
offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a
firm is prohibited from representing clients due to a conflict of interest the disqualification from
representation is imputed to every other member of the finn without exception Rule 4-11 O(a)
Apart from the ethical and disciplinary implications of prohibited dual representation the
common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney
burdened with a known conflict of interest seeks compensation for such valueless services
Any attorney subject to a conflict of interest because of a client relationship with a party
with a direct interest in the conduct of the receiver and a client relationship as legal counselor to
the receiver perfonning such duties may not recover any fees for services perfonned after the
date he knew or should have known that a prohibited conflict existed because of the opposing
interests between the (client) party and the receiver See James T Butler PA v Walker 932
So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to
recover a fee tenninates when the attorney realizes or should have realized that he cannot
ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA
555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates
when attorney realizes or should have realized that he cannot ethically represent his client)
Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)
(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys
fees)
By definition it should be automatically presumed as a matter of law that a receivers
position is adverse to all parties with an interest in his duties and estate Because the receiver is
an officer of the court and should be as free from friendliness to a party as should the court
itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of
13
the receiver is that of an officer of the court He may be considered a quasi-trustee he is not
appointed for the benefit of either party and does not derive his authority from either one 65
AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a
fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the
protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769
(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal
interests would substantially conflict with his unbiased judgment and duties as receiver Law of
Receivers supra sect 115
As a practical matter a lawyer subject to a probable or even potential conflict should
never act as counsel to a receiver It is fundamental that an attorney should never act as counsel
for a receiver if a client of his firm is a party or person with a direct interest and stake in the
receivership There are sound reasons for this absolutism
In the normal client conflict situation it is generally the attorney who becomes liable for
elevating one clients interests over that of another The harm caused by such conflict is
restricted to the injured client The conflict creates no direct liability between the favored and
injured client The conflict creates no additional1iability in the injured client as a direct result of
the offending attorneys conflict Such private client attorney conflicts do not affect the
operation reputation or dignity of any court and generally have no secondary impact on the
public
A conflict of interest that directly affects the actions taken by a receiver has exponentially
greater and weighty consequences A receiver is a fiduciary to the court and persons with a
cognizable interest in the estate A receiver is a state actor exercising state authority
14
A receiver is subject to individual liability and must hire separate counsel for all matters
in which his actions are challenged as unauthorized or illegal The instant case is a text book
example of why a conflicted attorney should never serve in the position of legal advisor to a
receiver
Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A
The Bank of America NA is an active marquee client of Akerman Senterfitt The firm
vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s
MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS
COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT
TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT
TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND
BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE
POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF
RECORD are incorporated herein by reference as if each was fully restated herein
A Concrete Adversarial Conflict Promptly Arises
The record shows that within days of the inception of the Premier Atlantic Receivership
the Bank and the Receiver developed an adverse relationship The relationship became adverse
because as the record shows the Receiver attempted to use his own independent judgment and
discretion rather than submit to the direction of the Bank
At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the
Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day
that the United States Bankruptcy Court dismissed the proceedings involving 11-2001
15
After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
16
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
A receiver or any party to the main action may ask the court to give instructions to the
receiver concerning his duties or the disposition of receivership property This is done by a
motion for instructions It may be a speaking motion The motion must be served on all parties
not in default Notice of the hearing on the motion must be given The court may hear evidence
at the hearing If such request is granted the court enters an order instructing the receiver even
though the order may be negative in effect
A receiver is not a party in the cause The receiver is an officer of the court and is subject to the supervision and control of the court Eppes v Dade Developers 1936 126 Fla 353 170 So 875 In exercising this power the court should require the receiver to serve upon all parties to the cause each and every application for instructions and require notice and a hearing in order that the court may be better advised prior to the entry of any order pertaining to the receiver 75 CJS Receivers s 148
Fugazy Travel Bureau Inc v State 188 So2d 842 (Fla 4th DCA 1966) Rule 1080(a) sect 94 on
speaking motions see also LBUBS 2007-C2 Alii Drive LLC v Anekona LLC 2010 WL 99362
9 (USDC District off Hawaii January 12 2010) (receiver has duty-given [his] very limited
powers-to apply to the court for advice and directions Where a receiver acts without court
authority he assumes the risk ofliability for costs and expenses incurred)
Principle V A receivership exists to benefit the property over which it has been given
controL See Evans v Green 180 So2d 753 (Fla 1938) Accordingly compensation to a
receiver and his authorized consultants is restricted generally to protecting the receivership
property or in providing some other tangible benefit to the Estate Fees charged for services
performed incompetently negligently ignorantly pointlessly or that serve anothers interest
provide no benefit to the receivership estate See Tanner v Ledington 513 So2d 255 256 (Fla
2d DCA 1987) citing Creative Property Management Inc v General Electric Corp of
Georgia 314 So2d 807 (Fla 3d DCA 1975)
9
If the Receiver is authorized to employ legal counsel then such lawyer is restricted to
providing authorized legal services that benefit the Estate The proper focus of a receivers
attorneys assistance is the receiver not any particular party or person Attorneys fees are
allowed only to the extent that they relate to the practice of law and do not include tasks that
should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed
Receivers sect 224
Attorneys fees to be charged against a receivership estate are subject to the same
evidentiary showing as the fees of a receiver
As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064
Lewis 94 So2d at 177
Likewise fees that do not benefit the estate include those expended in defense of the
receivers conduct including violating his authority as receiver
[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter
Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)
10
Conflicts of Interest and Disqualification of Fees
The value of legal services to the estate is a legitimate area of inquiry prescribed by law
in awarding attorneys fees to a receivers attorneys There is no other agent that operates so
effectively to devalue the worth oflegal services than a compelling and substantial conflict in the
judgment and loyalty of an attorney because he has standing attorney-client obligations with two
adverse and opposing clients in the same litigation
In the context of a receivership such a conflict in judgment and loyalty is geometrically
magnified The legal advice and recommendations of the conflicted attorney can result in the
violation of a fiduciary duty owed by one client or expose that client to liability for damages to
the opposing client or others impacted by the Receivers conduct
There is no equivalent circumstance in which the compromise of sound legal judgment
can wreak havoc on the innocent There is no more egregious exercise of compromised legal
judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct
fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such
conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity
explicated in what is known to every experienced receivers counsel as the Rule of Farwell
[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside
Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)
The Rule of Farwell has its origins in more general maxims of equity that define the
relationship and obligations of a receiver A court-appointed receiver is a full-fledged
11
fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A
receiver is a representative of the court and of all parties with an interest in the litigation Thus a
receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially
toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v
Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict
impartiality and undivided loyalty to all parties interested in the receivership estate and must not
dilute that loyalty)
Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal
with the trust estate for his own benefit and advantage or for that another See Id Sanders v
Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784
(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord
Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly
and fairly and must not use position for their own profit or to further the interests ofthemselves
or any other person with whom the receiver is associated)
The Rule of Farwells core prohibition has been codified by rule in all fifty states In
Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear
that a lawyer cannot represent parties with adverse or potentially opposing interests in the
context of any type of litigation Further a lawyer may not act as advocate against a client the
lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17
Comment
A lawyer also may not represent mUltiple parties to a negotiation whose interests are
fundamentally antagonistic to each other Id Further the Rules prevent law firms from using
the much maligned practice of claiming Chinese Walls between separate departments and
12
offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a
firm is prohibited from representing clients due to a conflict of interest the disqualification from
representation is imputed to every other member of the finn without exception Rule 4-11 O(a)
Apart from the ethical and disciplinary implications of prohibited dual representation the
common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney
burdened with a known conflict of interest seeks compensation for such valueless services
Any attorney subject to a conflict of interest because of a client relationship with a party
with a direct interest in the conduct of the receiver and a client relationship as legal counselor to
the receiver perfonning such duties may not recover any fees for services perfonned after the
date he knew or should have known that a prohibited conflict existed because of the opposing
interests between the (client) party and the receiver See James T Butler PA v Walker 932
So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to
recover a fee tenninates when the attorney realizes or should have realized that he cannot
ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA
555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates
when attorney realizes or should have realized that he cannot ethically represent his client)
Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)
(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys
fees)
By definition it should be automatically presumed as a matter of law that a receivers
position is adverse to all parties with an interest in his duties and estate Because the receiver is
an officer of the court and should be as free from friendliness to a party as should the court
itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of
13
the receiver is that of an officer of the court He may be considered a quasi-trustee he is not
appointed for the benefit of either party and does not derive his authority from either one 65
AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a
fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the
protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769
(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal
interests would substantially conflict with his unbiased judgment and duties as receiver Law of
Receivers supra sect 115
As a practical matter a lawyer subject to a probable or even potential conflict should
never act as counsel to a receiver It is fundamental that an attorney should never act as counsel
for a receiver if a client of his firm is a party or person with a direct interest and stake in the
receivership There are sound reasons for this absolutism
In the normal client conflict situation it is generally the attorney who becomes liable for
elevating one clients interests over that of another The harm caused by such conflict is
restricted to the injured client The conflict creates no direct liability between the favored and
injured client The conflict creates no additional1iability in the injured client as a direct result of
the offending attorneys conflict Such private client attorney conflicts do not affect the
operation reputation or dignity of any court and generally have no secondary impact on the
public
A conflict of interest that directly affects the actions taken by a receiver has exponentially
greater and weighty consequences A receiver is a fiduciary to the court and persons with a
cognizable interest in the estate A receiver is a state actor exercising state authority
14
A receiver is subject to individual liability and must hire separate counsel for all matters
in which his actions are challenged as unauthorized or illegal The instant case is a text book
example of why a conflicted attorney should never serve in the position of legal advisor to a
receiver
Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A
The Bank of America NA is an active marquee client of Akerman Senterfitt The firm
vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s
MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS
COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT
TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT
TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND
BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE
POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF
RECORD are incorporated herein by reference as if each was fully restated herein
A Concrete Adversarial Conflict Promptly Arises
The record shows that within days of the inception of the Premier Atlantic Receivership
the Bank and the Receiver developed an adverse relationship The relationship became adverse
because as the record shows the Receiver attempted to use his own independent judgment and
discretion rather than submit to the direction of the Bank
At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the
Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day
that the United States Bankruptcy Court dismissed the proceedings involving 11-2001
15
After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
16
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
If the Receiver is authorized to employ legal counsel then such lawyer is restricted to
providing authorized legal services that benefit the Estate The proper focus of a receivers
attorneys assistance is the receiver not any particular party or person Attorneys fees are
allowed only to the extent that they relate to the practice of law and do not include tasks that
should be expected of a qualified receiver in performing his assigned duties See Am Jur 2d Ed
Receivers sect 224
Attorneys fees to be charged against a receivership estate are subject to the same
evidentiary showing as the fees of a receiver
As in the matter of the receivers fees we find no adequate proof upon which the chancellor could have determined the extent of the need for legal services by the receiver the amount of legal services rendered or the reasonable value thereof and what we have said above concerning the awarding of receivers fees is equally appropriate to attorneys fees for a receiver We feel constrained to say receiverships should be administered as economically as reasonably possible and therefore allowances for services performed by court officers must be just but should be moderate rather than generous 75 CJS Receivers sect 389(a) p 1064
Lewis 94 So2d at 177
Likewise fees that do not benefit the estate include those expended in defense of the
receivers conduct including violating his authority as receiver
[FJormer receiver successfully moved the trial court to permit the award of attorneys fees and costs for the defense of ongoing actions brought by one of the parties against the receiver and his employees personally for allegedly tortious acts committed during the receivership Because these expenses did not arise out of the receivership and could not in any way benefit the receivership estate as opposed to the receiver individually the trial court wholly lacked authority to award them In re Fredcris Inc 108 So2d 901 (Fla 3d DCA 1959) Accordingly we grant the instant petition for prohibition precluding the lower court from further proceedings In the matter
Sundale Associates Ltd v i[oore 481 So2d 1300 1301 (Fla 3d DCA 1986)
10
Conflicts of Interest and Disqualification of Fees
The value of legal services to the estate is a legitimate area of inquiry prescribed by law
in awarding attorneys fees to a receivers attorneys There is no other agent that operates so
effectively to devalue the worth oflegal services than a compelling and substantial conflict in the
judgment and loyalty of an attorney because he has standing attorney-client obligations with two
adverse and opposing clients in the same litigation
In the context of a receivership such a conflict in judgment and loyalty is geometrically
magnified The legal advice and recommendations of the conflicted attorney can result in the
violation of a fiduciary duty owed by one client or expose that client to liability for damages to
the opposing client or others impacted by the Receivers conduct
There is no equivalent circumstance in which the compromise of sound legal judgment
can wreak havoc on the innocent There is no more egregious exercise of compromised legal
judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct
fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such
conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity
explicated in what is known to every experienced receivers counsel as the Rule of Farwell
[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside
Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)
The Rule of Farwell has its origins in more general maxims of equity that define the
relationship and obligations of a receiver A court-appointed receiver is a full-fledged
11
fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A
receiver is a representative of the court and of all parties with an interest in the litigation Thus a
receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially
toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v
Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict
impartiality and undivided loyalty to all parties interested in the receivership estate and must not
dilute that loyalty)
Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal
with the trust estate for his own benefit and advantage or for that another See Id Sanders v
Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784
(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord
Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly
and fairly and must not use position for their own profit or to further the interests ofthemselves
or any other person with whom the receiver is associated)
The Rule of Farwells core prohibition has been codified by rule in all fifty states In
Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear
that a lawyer cannot represent parties with adverse or potentially opposing interests in the
context of any type of litigation Further a lawyer may not act as advocate against a client the
lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17
Comment
A lawyer also may not represent mUltiple parties to a negotiation whose interests are
fundamentally antagonistic to each other Id Further the Rules prevent law firms from using
the much maligned practice of claiming Chinese Walls between separate departments and
12
offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a
firm is prohibited from representing clients due to a conflict of interest the disqualification from
representation is imputed to every other member of the finn without exception Rule 4-11 O(a)
Apart from the ethical and disciplinary implications of prohibited dual representation the
common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney
burdened with a known conflict of interest seeks compensation for such valueless services
Any attorney subject to a conflict of interest because of a client relationship with a party
with a direct interest in the conduct of the receiver and a client relationship as legal counselor to
the receiver perfonning such duties may not recover any fees for services perfonned after the
date he knew or should have known that a prohibited conflict existed because of the opposing
interests between the (client) party and the receiver See James T Butler PA v Walker 932
So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to
recover a fee tenninates when the attorney realizes or should have realized that he cannot
ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA
555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates
when attorney realizes or should have realized that he cannot ethically represent his client)
Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)
(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys
fees)
By definition it should be automatically presumed as a matter of law that a receivers
position is adverse to all parties with an interest in his duties and estate Because the receiver is
an officer of the court and should be as free from friendliness to a party as should the court
itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of
13
the receiver is that of an officer of the court He may be considered a quasi-trustee he is not
appointed for the benefit of either party and does not derive his authority from either one 65
AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a
fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the
protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769
(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal
interests would substantially conflict with his unbiased judgment and duties as receiver Law of
Receivers supra sect 115
As a practical matter a lawyer subject to a probable or even potential conflict should
never act as counsel to a receiver It is fundamental that an attorney should never act as counsel
for a receiver if a client of his firm is a party or person with a direct interest and stake in the
receivership There are sound reasons for this absolutism
In the normal client conflict situation it is generally the attorney who becomes liable for
elevating one clients interests over that of another The harm caused by such conflict is
restricted to the injured client The conflict creates no direct liability between the favored and
injured client The conflict creates no additional1iability in the injured client as a direct result of
the offending attorneys conflict Such private client attorney conflicts do not affect the
operation reputation or dignity of any court and generally have no secondary impact on the
public
A conflict of interest that directly affects the actions taken by a receiver has exponentially
greater and weighty consequences A receiver is a fiduciary to the court and persons with a
cognizable interest in the estate A receiver is a state actor exercising state authority
14
A receiver is subject to individual liability and must hire separate counsel for all matters
in which his actions are challenged as unauthorized or illegal The instant case is a text book
example of why a conflicted attorney should never serve in the position of legal advisor to a
receiver
Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A
The Bank of America NA is an active marquee client of Akerman Senterfitt The firm
vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s
MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS
COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT
TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT
TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND
BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE
POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF
RECORD are incorporated herein by reference as if each was fully restated herein
A Concrete Adversarial Conflict Promptly Arises
The record shows that within days of the inception of the Premier Atlantic Receivership
the Bank and the Receiver developed an adverse relationship The relationship became adverse
because as the record shows the Receiver attempted to use his own independent judgment and
discretion rather than submit to the direction of the Bank
At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the
Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day
that the United States Bankruptcy Court dismissed the proceedings involving 11-2001
15
After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
16
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Conflicts of Interest and Disqualification of Fees
The value of legal services to the estate is a legitimate area of inquiry prescribed by law
in awarding attorneys fees to a receivers attorneys There is no other agent that operates so
effectively to devalue the worth oflegal services than a compelling and substantial conflict in the
judgment and loyalty of an attorney because he has standing attorney-client obligations with two
adverse and opposing clients in the same litigation
In the context of a receivership such a conflict in judgment and loyalty is geometrically
magnified The legal advice and recommendations of the conflicted attorney can result in the
violation of a fiduciary duty owed by one client or expose that client to liability for damages to
the opposing client or others impacted by the Receivers conduct
There is no equivalent circumstance in which the compromise of sound legal judgment
can wreak havoc on the innocent There is no more egregious exercise of compromised legal
judgment than when exercised by an entrusted judicial officer in violation of a sacrosanct
fiduciary duty It is the combination of these circumstances and the foreseeable lethality of such
conflicted legal judgment that resulted in the severe admonition contained in the axiom of equity
explicated in what is known to every experienced receivers counsel as the Rule of Farwell
[W]e hold it is the duty of courts of chancery to strictly enforce the principle clearly established that a receiver will not be permitted to employ as his counsel one whose interests in person or as attorney for another are hostile to the interests represented by and the duties of such receiver and it being the duty of the attorney to know the law in that behalf it was his duty to decline to accept employment by the receiver and his doing so and seeking to act on both sides with such hostile interests is fraud and the order allowing fees to Sutherland as attorney for the receiver must be set aside
Farwell v Great Western Tel Co 161 Ill 52261344 NB 891920 (1896) (emphasis added)
The Rule of Farwell has its origins in more general maxims of equity that define the
relationship and obligations of a receiver A court-appointed receiver is a full-fledged
11
fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A
receiver is a representative of the court and of all parties with an interest in the litigation Thus a
receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially
toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v
Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict
impartiality and undivided loyalty to all parties interested in the receivership estate and must not
dilute that loyalty)
Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal
with the trust estate for his own benefit and advantage or for that another See Id Sanders v
Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784
(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord
Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly
and fairly and must not use position for their own profit or to further the interests ofthemselves
or any other person with whom the receiver is associated)
The Rule of Farwells core prohibition has been codified by rule in all fifty states In
Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear
that a lawyer cannot represent parties with adverse or potentially opposing interests in the
context of any type of litigation Further a lawyer may not act as advocate against a client the
lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17
Comment
A lawyer also may not represent mUltiple parties to a negotiation whose interests are
fundamentally antagonistic to each other Id Further the Rules prevent law firms from using
the much maligned practice of claiming Chinese Walls between separate departments and
12
offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a
firm is prohibited from representing clients due to a conflict of interest the disqualification from
representation is imputed to every other member of the finn without exception Rule 4-11 O(a)
Apart from the ethical and disciplinary implications of prohibited dual representation the
common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney
burdened with a known conflict of interest seeks compensation for such valueless services
Any attorney subject to a conflict of interest because of a client relationship with a party
with a direct interest in the conduct of the receiver and a client relationship as legal counselor to
the receiver perfonning such duties may not recover any fees for services perfonned after the
date he knew or should have known that a prohibited conflict existed because of the opposing
interests between the (client) party and the receiver See James T Butler PA v Walker 932
So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to
recover a fee tenninates when the attorney realizes or should have realized that he cannot
ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA
555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates
when attorney realizes or should have realized that he cannot ethically represent his client)
Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)
(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys
fees)
By definition it should be automatically presumed as a matter of law that a receivers
position is adverse to all parties with an interest in his duties and estate Because the receiver is
an officer of the court and should be as free from friendliness to a party as should the court
itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of
13
the receiver is that of an officer of the court He may be considered a quasi-trustee he is not
appointed for the benefit of either party and does not derive his authority from either one 65
AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a
fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the
protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769
(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal
interests would substantially conflict with his unbiased judgment and duties as receiver Law of
Receivers supra sect 115
As a practical matter a lawyer subject to a probable or even potential conflict should
never act as counsel to a receiver It is fundamental that an attorney should never act as counsel
for a receiver if a client of his firm is a party or person with a direct interest and stake in the
receivership There are sound reasons for this absolutism
In the normal client conflict situation it is generally the attorney who becomes liable for
elevating one clients interests over that of another The harm caused by such conflict is
restricted to the injured client The conflict creates no direct liability between the favored and
injured client The conflict creates no additional1iability in the injured client as a direct result of
the offending attorneys conflict Such private client attorney conflicts do not affect the
operation reputation or dignity of any court and generally have no secondary impact on the
public
A conflict of interest that directly affects the actions taken by a receiver has exponentially
greater and weighty consequences A receiver is a fiduciary to the court and persons with a
cognizable interest in the estate A receiver is a state actor exercising state authority
14
A receiver is subject to individual liability and must hire separate counsel for all matters
in which his actions are challenged as unauthorized or illegal The instant case is a text book
example of why a conflicted attorney should never serve in the position of legal advisor to a
receiver
Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A
The Bank of America NA is an active marquee client of Akerman Senterfitt The firm
vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s
MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS
COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT
TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT
TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND
BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE
POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF
RECORD are incorporated herein by reference as if each was fully restated herein
A Concrete Adversarial Conflict Promptly Arises
The record shows that within days of the inception of the Premier Atlantic Receivership
the Bank and the Receiver developed an adverse relationship The relationship became adverse
because as the record shows the Receiver attempted to use his own independent judgment and
discretion rather than submit to the direction of the Bank
At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the
Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day
that the United States Bankruptcy Court dismissed the proceedings involving 11-2001
15
After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
16
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
fiduciary Fleet Nat Bank v H amp D Entertainment Inc 96 F3d 532 540 (1st Cirl996) A
receiver is a representative of the court and of all parties with an interest in the litigation Thus a
receiver owes fiduciary duty to all the parties in interest and is under the duty to act impartially
toward and protect the rights of all parties 16 Fletcher Cyc Corp sect 7813 See also Phelan v
Middle States Oil Corp 154 F2d 978 991 (2d Cir 946) (receiver owes a duty of strict
impartiality and undivided loyalty to all parties interested in the receivership estate and must not
dilute that loyalty)
Due to the fiduciary nature of his duty to the parties a receiver is not permitted to deal
with the trust estate for his own benefit and advantage or for that another See Id Sanders v
Stevens 51 F2d 743 744 (DMissSD1931) In re Singer Furniture Corp 47 F2d 780 784
(DCtSDNYl931) In re Insull Utility Investments 6 FSup 653 660 (DCll1l933) accord
Phelan v Middle States Oil Corp 154 F2d 978 991 (2d Cir1946) (receiver must act openly
and fairly and must not use position for their own profit or to further the interests ofthemselves
or any other person with whom the receiver is associated)
The Rule of Farwells core prohibition has been codified by rule in all fifty states In
Florida the Rule of Farwell is reflected in the comments to Rule 4-17(a) The rule makes clear
that a lawyer cannot represent parties with adverse or potentially opposing interests in the
context of any type of litigation Further a lawyer may not act as advocate against a client the
lawyer represents in some other matter even if the other matter is wholly unrelated Rule 4-17
Comment
A lawyer also may not represent mUltiple parties to a negotiation whose interests are
fundamentally antagonistic to each other Id Further the Rules prevent law firms from using
the much maligned practice of claiming Chinese Walls between separate departments and
12
offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a
firm is prohibited from representing clients due to a conflict of interest the disqualification from
representation is imputed to every other member of the finn without exception Rule 4-11 O(a)
Apart from the ethical and disciplinary implications of prohibited dual representation the
common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney
burdened with a known conflict of interest seeks compensation for such valueless services
Any attorney subject to a conflict of interest because of a client relationship with a party
with a direct interest in the conduct of the receiver and a client relationship as legal counselor to
the receiver perfonning such duties may not recover any fees for services perfonned after the
date he knew or should have known that a prohibited conflict existed because of the opposing
interests between the (client) party and the receiver See James T Butler PA v Walker 932
So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to
recover a fee tenninates when the attorney realizes or should have realized that he cannot
ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA
555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates
when attorney realizes or should have realized that he cannot ethically represent his client)
Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)
(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys
fees)
By definition it should be automatically presumed as a matter of law that a receivers
position is adverse to all parties with an interest in his duties and estate Because the receiver is
an officer of the court and should be as free from friendliness to a party as should the court
itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of
13
the receiver is that of an officer of the court He may be considered a quasi-trustee he is not
appointed for the benefit of either party and does not derive his authority from either one 65
AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a
fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the
protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769
(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal
interests would substantially conflict with his unbiased judgment and duties as receiver Law of
Receivers supra sect 115
As a practical matter a lawyer subject to a probable or even potential conflict should
never act as counsel to a receiver It is fundamental that an attorney should never act as counsel
for a receiver if a client of his firm is a party or person with a direct interest and stake in the
receivership There are sound reasons for this absolutism
In the normal client conflict situation it is generally the attorney who becomes liable for
elevating one clients interests over that of another The harm caused by such conflict is
restricted to the injured client The conflict creates no direct liability between the favored and
injured client The conflict creates no additional1iability in the injured client as a direct result of
the offending attorneys conflict Such private client attorney conflicts do not affect the
operation reputation or dignity of any court and generally have no secondary impact on the
public
A conflict of interest that directly affects the actions taken by a receiver has exponentially
greater and weighty consequences A receiver is a fiduciary to the court and persons with a
cognizable interest in the estate A receiver is a state actor exercising state authority
14
A receiver is subject to individual liability and must hire separate counsel for all matters
in which his actions are challenged as unauthorized or illegal The instant case is a text book
example of why a conflicted attorney should never serve in the position of legal advisor to a
receiver
Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A
The Bank of America NA is an active marquee client of Akerman Senterfitt The firm
vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s
MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS
COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT
TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT
TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND
BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE
POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF
RECORD are incorporated herein by reference as if each was fully restated herein
A Concrete Adversarial Conflict Promptly Arises
The record shows that within days of the inception of the Premier Atlantic Receivership
the Bank and the Receiver developed an adverse relationship The relationship became adverse
because as the record shows the Receiver attempted to use his own independent judgment and
discretion rather than submit to the direction of the Bank
At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the
Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day
that the United States Bankruptcy Court dismissed the proceedings involving 11-2001
15
After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
16
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
offices of the same finn to prevent such conflicts The Rules provide that if one attorney within a
firm is prohibited from representing clients due to a conflict of interest the disqualification from
representation is imputed to every other member of the finn without exception Rule 4-11 O(a)
Apart from the ethical and disciplinary implications of prohibited dual representation the
common law of Florida imposes the penalty provided in the Rule of Farwell when an attorney
burdened with a known conflict of interest seeks compensation for such valueless services
Any attorney subject to a conflict of interest because of a client relationship with a party
with a direct interest in the conduct of the receiver and a client relationship as legal counselor to
the receiver perfonning such duties may not recover any fees for services perfonned after the
date he knew or should have known that a prohibited conflict existed because of the opposing
interests between the (client) party and the receiver See James T Butler PA v Walker 932
So2d 1218 (Fla 5th DCA 2006) Hill v Douglass 271 So2d 1 (Fla1972) (an attorneys right to
recover a fee tenninates when the attorney realizes or should have realized that he cannot
ethically represent his clients interests) See also Adams v Montgomery Searcy amp Denney PA
555 So2d 957 (Fla 4th DCA 1990) (holding that attorneys right to recover a fee tenninates
when attorney realizes or should have realized that he cannot ethically represent his client)
Compare Pessoni v Rabkin 220 AD2d 732 633 NYS2d 338 (NYAppDiv1995)
(explaining that a violation of New Yorks disciplinary rule results in the forfeiture of attorneys
fees)
By definition it should be automatically presumed as a matter of law that a receivers
position is adverse to all parties with an interest in his duties and estate Because the receiver is
an officer of the court and should be as free from friendliness to a party as should the court
itself Harkin v Brundage 276 us 38 48 SCt 268 275-276 72 LEd 457 The position of
13
the receiver is that of an officer of the court He may be considered a quasi-trustee he is not
appointed for the benefit of either party and does not derive his authority from either one 65
AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a
fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the
protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769
(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal
interests would substantially conflict with his unbiased judgment and duties as receiver Law of
Receivers supra sect 115
As a practical matter a lawyer subject to a probable or even potential conflict should
never act as counsel to a receiver It is fundamental that an attorney should never act as counsel
for a receiver if a client of his firm is a party or person with a direct interest and stake in the
receivership There are sound reasons for this absolutism
In the normal client conflict situation it is generally the attorney who becomes liable for
elevating one clients interests over that of another The harm caused by such conflict is
restricted to the injured client The conflict creates no direct liability between the favored and
injured client The conflict creates no additional1iability in the injured client as a direct result of
the offending attorneys conflict Such private client attorney conflicts do not affect the
operation reputation or dignity of any court and generally have no secondary impact on the
public
A conflict of interest that directly affects the actions taken by a receiver has exponentially
greater and weighty consequences A receiver is a fiduciary to the court and persons with a
cognizable interest in the estate A receiver is a state actor exercising state authority
14
A receiver is subject to individual liability and must hire separate counsel for all matters
in which his actions are challenged as unauthorized or illegal The instant case is a text book
example of why a conflicted attorney should never serve in the position of legal advisor to a
receiver
Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A
The Bank of America NA is an active marquee client of Akerman Senterfitt The firm
vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s
MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS
COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT
TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT
TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND
BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE
POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF
RECORD are incorporated herein by reference as if each was fully restated herein
A Concrete Adversarial Conflict Promptly Arises
The record shows that within days of the inception of the Premier Atlantic Receivership
the Bank and the Receiver developed an adverse relationship The relationship became adverse
because as the record shows the Receiver attempted to use his own independent judgment and
discretion rather than submit to the direction of the Bank
At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the
Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day
that the United States Bankruptcy Court dismissed the proceedings involving 11-2001
15
After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
16
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
the receiver is that of an officer of the court He may be considered a quasi-trustee he is not
appointed for the benefit of either party and does not derive his authority from either one 65
AmJur2d Receivers sectsect 3 135 138-140 (1972) It is well settled that wherever there is a
fiduciary relationship the strictest rule as to impartiality and disinterest is enforced for the
protection ofboth the trustee and the beneficiary Cahall v Lofland 12 Del Ch 125 107 A 769
(1919) Thus it follows that no one ordinarily may be appointed receiver whose personal
interests would substantially conflict with his unbiased judgment and duties as receiver Law of
Receivers supra sect 115
As a practical matter a lawyer subject to a probable or even potential conflict should
never act as counsel to a receiver It is fundamental that an attorney should never act as counsel
for a receiver if a client of his firm is a party or person with a direct interest and stake in the
receivership There are sound reasons for this absolutism
In the normal client conflict situation it is generally the attorney who becomes liable for
elevating one clients interests over that of another The harm caused by such conflict is
restricted to the injured client The conflict creates no direct liability between the favored and
injured client The conflict creates no additional1iability in the injured client as a direct result of
the offending attorneys conflict Such private client attorney conflicts do not affect the
operation reputation or dignity of any court and generally have no secondary impact on the
public
A conflict of interest that directly affects the actions taken by a receiver has exponentially
greater and weighty consequences A receiver is a fiduciary to the court and persons with a
cognizable interest in the estate A receiver is a state actor exercising state authority
14
A receiver is subject to individual liability and must hire separate counsel for all matters
in which his actions are challenged as unauthorized or illegal The instant case is a text book
example of why a conflicted attorney should never serve in the position of legal advisor to a
receiver
Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A
The Bank of America NA is an active marquee client of Akerman Senterfitt The firm
vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s
MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS
COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT
TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT
TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND
BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE
POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF
RECORD are incorporated herein by reference as if each was fully restated herein
A Concrete Adversarial Conflict Promptly Arises
The record shows that within days of the inception of the Premier Atlantic Receivership
the Bank and the Receiver developed an adverse relationship The relationship became adverse
because as the record shows the Receiver attempted to use his own independent judgment and
discretion rather than submit to the direction of the Bank
At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the
Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day
that the United States Bankruptcy Court dismissed the proceedings involving 11-2001
15
After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
16
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
A receiver is subject to individual liability and must hire separate counsel for all matters
in which his actions are challenged as unauthorized or illegal The instant case is a text book
example of why a conflicted attorney should never serve in the position of legal advisor to a
receiver
Akerman Senterfitt Has a Present Active Substantial and Lucrative Attorney-Client Relationship with Bank of America N A
The Bank of America NA is an active marquee client of Akerman Senterfitt The firm
vigorously markets its relationship with Bank of America Premier Atlantics and 11-2001 s
MOTION TO DISQUALIFY RECEIVER MICHAEL PHELAN AND RECEIVERS
COUNSEL AKERMAN SENTERFITT LLP and MOTION REQUESTING THE COURT
TO INITIATE PROCEEDINGS TO DETERMINE IF RECEIVERS COUNSEL IS SUBJECT
TO DISQUALIFICATION FOR THE DUAL REPRESENTATION OF THE RECEIVER AND
BANK OF AMERICA NA IN THE SAME PROCEEDING WHERE THE ADVERSE
POSITION OF THE BANK IN RELATION TO THE RECEIVER IS A MATTER OF
RECORD are incorporated herein by reference as if each was fully restated herein
A Concrete Adversarial Conflict Promptly Arises
The record shows that within days of the inception of the Premier Atlantic Receivership
the Bank and the Receiver developed an adverse relationship The relationship became adverse
because as the record shows the Receiver attempted to use his own independent judgment and
discretion rather than submit to the direction of the Bank
At the May 14 2009 hearing the Court appointed Mr Phelan as the Receiver for the
Banks alleged Collateral as to 11-2001 The Order was entered on May 18 2008 the same day
that the United States Bankruptcy Court dismissed the proceedings involving 11-2001
15
After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
16
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
After the May 14th Order was entered Jacksonville Auto Mall LLC (JAM) offered the
highest price and least expense for the 11-20001 vehicles and all of the other property that
constituted the alleged Collateral the Receiver was seeking to sell The Receiver in an effort to
save the Estate tens of thousands of dollars in critical expenses left the vehicles and non-vehicle
Collateral staged for sale on the dealership premises rather than rent a warehouse and absorb the
costs of security insurance movers and the like
Adversarial Conflict Arises Again Between the Bank and Receiver
The Receiver filed a motion for approval of the Collateral sale to JAM on May 212009
This proposed sale represented the highest yield proposal to the Estate and would not include the
normal expenses associated with auctions sales The Bank again opposed the Receiver even
though his fiduciary duty to the Estate required he accept the most lucrative proposal for the
Estate
The Bank demanded that the Receiver confiscate every item of property from the
premises of 11-2001 and incur the substantial and likely long-term warehouse expenses of
storing such a mass of vehicles and miscellaneous personal property The Bank wanted the
Receiver to collect everything on-site and leave nothing but a husk at 11-2001 s premises The
Bank holds a purchase money mortgage on the real property and wishes to foreclose on the
same
This was the second time in less than a month the Bank acted to coerce the Receiver to
abandon the highest and best offer and place property in storage However this storage bill
would be far more substantial than that associated with Premier The Banks demand was
indefensible improper and pointedly irrational Any attorney loyal to the Receiver would have
16
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
made short shrift of the Banks interference and advised the Receiver that it was his duty to not
commit waste
The Receivers lawyers did nothing to protect the Receiver prevent waste to the Estate
or rectify the Banks continuing effort to dominate the Receiverships They simply stood down
and backed away to make way for their real client
Knowing that its attorneys were representing the Receiver on June 5 2009 the Bank
filed BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE
WITH THE MAY 14 2009 APPOINTING ORDER (the Motion) The Motion seeks inter
alia an order (1) removing Receiver Michael Phelan for refusing to honor the Courts Order
(malfeasance) and (2) assessing the Receiver (official capacity) the fees and costs in bringing the
Motion The Banks Motion represents a direct assault on the Receiver and his Estate See
BANK OF AMERICAS NAS MOTION TO COMPEL RECENERS COMPLIANCE
WITH THE MAY 142009 APPOINTING ORDER attached hereto and made a part hereof as
Exhibit 2
The Banks Motion seeks to remove the Receiver for pursuing the highest and most
immediate return to the Estate on property losing value daily The Motion is openly adverse
hostile and antagonistic towards the Receiver and his Estate
Akerman Senterfitt took no action to defend the Receiver or the Estate Akerman
Senterfitt took no action to support the Receivers desire to liquidate depreciating property and
avoid fees and expenses To date Akerman Senterfitt has not filed any response to the Motion or
otherwise opposed the Banks allegations The Receiver informed the purchaser that he could not
sell the property to him until the Bank approved the sale and if he acted anyway he would be
fired
17
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
The Receiver and Bank of America Secret Strategy Conference
On July 302009 the invoices reflect that the Receiver Jacob Brown the Receivers lead
counsel and Bank of America representatives engaged in what appears to have been and allshy
day conference The conference was hosted by Akerman Senterfitt in their Orlando office The
conference was not disclosed to other persons The conference was not disclosed in any
subsequent report or paper
The Receiver Is the Corrupt Servant of Bank of America
The Receiverships have been terminally infected by the power and financial influence of
the Bank The insider who paved the way for this complete corruption of duty and obligation is
Akerman Senterfitt who has millions of dollars in present and future fees heavily invested in
Bank of America The infidelity of the Receiver to his obligations runs so deep that he and the
Bank jointly and secretly met to plan strategies and assign specific tasks for the use of his
Receiverships against Premier Atlantic and 11-2001
It is incomprehensible that officers of this Court would participate in a secret out-of-town
meeting with a self-interested and adverse party litigant engaged in active litigation against
persons to whom the judicial officers owes a sacrosanct duty of fairness and impartiality There
is little difference between this Court driving to Orlando to meet secretly with an adverse party
and this Courts Receiver and his Counsel doing the same thing Now the Receiver and his
counsel deign to be paid for these actions
Summary of Issues Requiring Discovery
There are so many irregularities in the invoices presented to date that if the Court is to
have a meaningful evidentiary hearing to determine whether or not the fees and costs are
justified discovery must be permitted of the Receiver and his Counsel The subject categories
18
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
below describe the general defects of invoices provided thus far The invoices that the Receivers
Counsel is still withholding that relate to the Receiver should simply be stricken if not produced
Vagueness Almost every invoice entry is vague to the point that the purpose of the
alleged service rendered or the issue that such service relates to is unknowable Many invoice
entries are vague to the point that the nature and purpose of the service rendered cannot be
determined in relation to the specific Estate in interest Dozens of invoice entries employ
intentionally vague terminology to leave the reader in the dark such as work on open issues
and conferences with interested or various parties
Unsupported Entries A cursory spot check of approximately 15 days of activity
relative to communication with the Receiver to see if the entry was verified in the Receivers
Invoices did not reveal a single corresponding entry of communication that was billed in the
Akerman Invoice Between August 3rd and August 17th of 2009 the Akerman invoices show a
conference or e-mail communication with the Receiver on August 3rd August 5th
August 6th
August 11th and August lih The receivers invoice does not show a single corresponding
conference or e-mail entry for any of the dates billed
Duplication of Billing Entries The invoices are replete with duplicate entries spread
between the two Estates The entries are generally so vague that it cannot be determined if the
entry had a relationship with either Estate It is impossible to determine if the entry represents a
service (assuming some service was performed) ofbenefit to the Estates
Employment of Aaron Cohen Esquire and Work Done in His Name Aaron
Cohens bills facially provide no benefit to either Estate There is no purpose to or for Mr
Cohens services except to use his name and address on certain legal process created exclusively
by Akerman It can only be concluded that Mr Cohen was used to mask some other additional
19
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
conflict that Akerman wanted to publically disguise Akerman would perform the apparent
conflicted legal work and insert Mr Cohens name as the attorney of record Assisting
Akerman in covertly earning fees on conflicted legal work is of no benefit to the Estate
Legal Services Related to Clark Road Each and every one of these related entries
including all fees spent in the meritless pursuit of the legal fees of Stutsman Thames amp Markey
are not compensable These fees represent the patent abuse of the Receiverships Akerman knew
absolutely that the Bank not only had no security interest in these proceeds originally but that
the Bank affirmatively waived the express opportunity to make any such claim when directed to
do so in the bankruptcy proceedings related to 11-2001
The funds were illegally seized and the Receivers Counsel knew that 11-2001 had
standing objection to the seizure Mr Brown knew that 11-2001 s counsel was awaiting his
promised reply to the objection and assumed Brown would make no attempt to distribute those
funds to the Bank until the objection was heard by the Court
Mr Brown made a deliberate attempt to get the funds into the hands of the Bank where a
legal security interest would arise and not only withheld that fact from 11-2001 s counsel but
affirmatively misrepresented that the objection made at the August 202009 hearing is the first
time weve Ive heard today that theres an issue that those funds are not the subject of this
receivership (Emphasis supplied) See 0812009 TR at 61 1-15
Work Related to Motions For Determination October 9th Order and Subsequent Seizures
Akerman prepared the Motions for Determination as part ofthe strategy to use the Receiverships
to further damage the Premier Atlantic and 11-2001 The receiver sold the cars as titled
originally and the Bank did not object It was understood clearly by everyone with any
knowledge of the judicial sales that the dealerships would sell the vehicles purchased
20
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Jacksonville Auto Mall LLC (JAM) paid hundreds ofthousands of dollars to the Receiver and
left the titles to the vehicles exactly as sold by the Receiver
The Receivers Counsel later claimed surprise that the titles remained exactly as sold by
the Receiver and declared per the Banks direction that the Receiver may be required to re-seize
and re-sell the judicially approved vehicles because the Receiver sold the vehicles titled to the
dealerships The Receiver refused to advise the Court that the vehicles had been sold free and
clear of the Banks lien or that the Receiver regardless of the title delivered had sold all
beneficial and equitable rights in the vehicles to JAM that any claim by the Bank was stopped
or that JAM had an equitable lien superior to any interest the Bank could possibly claim
The Receivers Counsel sent a letter to attorneys for Premier Atlantic on Friday
afternoon October 2 2009 The letter demanded the production of hundreds of stored files
related to vehicles long past sold by October 9 2009 This put the attorneys and the entire
accounting staff to work virtually 24 hours per day from October 4th until after the October 9th
hearing In fact while the October 9th hearing transpired the entire accounting staff was still
completely consumed in this task These records had nothing to do with actual Collateral
At the same time Counsel for the Receiver made a great show of how the Motions for
Determination would be called up for hearing on October 9th by sending a huge volume of titleshy
related documents to opposing counsel on Wednesday October i h and asking if all could
consent to the entry of the documents into evidence on the issue set forth in the Motions for
Detennination In fact this was all a ruse to again sandbag opposing counsel The Receiver and
the Bank had no intention of having the noticed Motions for Determination heard by the Court
The transcript of the hearing describes what actually happened The Banks proposed
October 9th Order directed expansion of the receivership into a full receivership Akerman had
21
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
three attorneys review the proposed order drafted by the Bank Akerman had an obligation to
advise the Court regarding the obvious defects in the proposed order and the injunctions included
that were never applied for or mentioned by the Court during the hearing yet its lawyers failed to
do so
Akerman could have directed the Receiver to execute the Order in a fashion that would
have at least avoided a full scale illegal seizure of the real property over which the Receiver had
no rights or authority Akerman could have directed the Receiver to use the same discretion in
seizing personal property that some owners were shown and other denied Akerman could have
avoided the use of rented law enforcement and security officers whose use had not been
authorized by the Court Akerman could have avoided the Receivers public breach of the peace
by advising him that the Court did not authorize ejectment of employees and customers from the
premises and further advising him to wait until the close ofbusiness to seize the property
Because of the indiscriminate and illegal way in which the October 9th Order was
executed the Court has spent days and days attempting to dig the Receiver out of its own selfshy
created nightmare The Receivers Counsel has attempted on multiple occasions to sell personal
property and vehicles without any representation or other statement by the Receiver that the
property was the lawful Collateral ofthe Bank The Receivers Estate is admittedly even by his
Counsels admission wasting away This waste is largely due to Akermans intentionally inept
handling of all of these events
It is not a question as to whether the methods employed to conduct the Receiverships are
inadequate because there are no methods in these Receiverships All that the services related to
these fees have done is expose the Receiver to individual liability send his professional
22
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
reputation to ruin and generate claims and appeals that are inevitable in undoing the Gordian
Knot tied by Akerman and the Bank
The Freeze of Third Party Deposit Accounts and the Motion for Temporary Injunction
Premier Atlantics and 11-2001 s MOTION TO DISQUALIFY RECEIVER MICHAEL
PHELAN AND RECEIVERS COUNSEL AKERMAN SENTERFITT LLP and MOTION
REQUESTING THE COURT TO INITIATE PROCEEDINGS TO DETERMINE IF
RECEIVERS COUNSEL IS SUBJECT TO DISQUALIFICATION FOR THE DUAL
REPRESENTATION OF THE RECEIVER AND BANK OF AMERICA NA IN THE SAME
PROCEEDING WHERE THE ADVERSE POSITION OF THE BANK IN RELATION TO
THE RECEIVER HAS AND CONTINUES TO BE A STANDING MATTER OF RECORD
AND IN REPRESENTING BOTH THE RECEIVER AND BANK IN NEGOTIATIONS
RELATIVE TO RESOLVING ADVERSE POSITION BETWEEN RECEIVER AND BANK
OF AMERICA NA are herby adopted by reference in their entirety as if each was fully set
forth herein
Incorporated Motion To Disgorge Fees And Costa Authorized In Prior Order
The very clear admonition in Lewis is worth revisiting to remind all why the Court must
properly evaluate fees and costs paid from a receivership estate
We feel too that a receiver and attorneys who seek and receive compensation for services rendered as officers of the court in receivership proceedings as well as others should be gravely concerned with seeing that the record in such cause reflects adequate proof that they have earned the sums awarded so as to protect themselves and the court which they serve from accusations that they have benefitted unjustly from such proceedings
Lewis v Gramil Corp 94 So2d 174 176 (Flal957)
The Court has no authority to authorize the payment of fees and costs that do not benefit
the Estate The Court is not authorized to award fees and costs that have never been disclosed
23
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
reviewed analyzed or proven as legitimate The Court is not authorized to award fees and costs
that were earned by dual representation of adverse clients in the same proceeding The Court is
not authorized to authorize fees and expenses in furtherance of any breach of duty or an
unauthorized act by the Receiver
Akerman Senterfitt should be denied compensation for all services rendered and expenses
incurred Akerman Senterfitt should be required to disgorge all compensation and expenses paid
from the Estate by virtue of misrepresenting the very clear and simply understood law of
compensation relative to receiverships It matters not whether the misrepresentation was
intentional or out of ignorance of the law Attorneys who act in the certain knowledge of their
perfected ignorance are as valueless as one who intentionally brings his client to ruin In the end
the rubble still piles as high
WHEREFORE based on the above Premier Kia and 11-2001 respectfully request an
Order
1) denying all fees and costs to Akerman Senterfitt and disqualifying the firm
immediately from acting as counsel for the Receiver and
2) requiring Akerman Senterfitt to deposit all fees and costs paid from the Estate to the
firm in the Registry of the Court pending further order of the Court and
3) allowing any other supplemental relief deemed just and appropriate
Dated atJacksonville Duval County this 5th day of February 2010
W Douglas Moody JrdeFBN 301779) 4631 Salisbury R~oad~uite 4024 Jacksonville Flor a 32256 (904) 607-4725 Email dmoodytfealerlawaolcom
24
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true copy of the foregoing has been furnished by handshydelivery this 5th day of February 2009 to Jacob Brown Esq Akerman Senterfirt 50 N Laura St Jacksonville FL 32202-3646 Gilbert L Feltel Esquire One Independent Drive Suite 1700 Jacksonville Florida 32202 and via US Mail this 5th day of February 2010 to Aaron Cohen Esquire PO Box 4218 Jacksonville Florida 32201
W Douglas Mood Jr N 301779) 4631 Salisbury R d ite 4024 Jacksonville Flori a 32256 (904) 607-4725 Email dmoodydealerlawaolcom
25
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Exhibit I
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Aaron R Cohen P A Client Billing Worksheet
In re 11-2001
Date Description Time Amount
720109
72109
72709
731109
8409
8509
8609
811109
811109
Aaron Cohen 1Time Receive and review e-mail with 3 attachments 3 from Jay Brown regarding First Motion For Allowance OfInterim Fees And Costs e-mail to Jay regarding fees and costs Aaron Cohen 1Time Prepare billing and review files and 10 correspondence proofread Aaron Cohen 1Time Receive e-mail from Jay regarding attending 30th 1 meeting by phone Aaron Cohen 1Time Receive and review e-mail designating tasks 4 from both receiverships 11-2001 and Premier Automotive on Atlantic step by step analysis and split of tasks Aaron Cohen 1Time Receive and review e-mails regarding employees 25 still onsite phone conference with Jay copied and reviewed other e-mails between Jay and Phelan receive proof serve subpoenas Aaron Cohen 1Time Research DMV records for records related to 11- 10 2001 LLC Premier Automotive on Atlantic LLC e-mail from e-mail to Mark Healey Aaron Cohen Time Receive e-mail trail regarding lack of 3 cooperation from Kazran regarding tum over of records phone conference with Jay Aaron Cohen 1Time Receive and review e-mail from Jay Brown 2 regarding Orders to show cause and expedited hearings respond with short notice of appearance Aaron Cohen 1Time Receive and review various responses to Jay 10 Browns e-mail of 8-6 of all counsel involved motions to set hearing for order to show cause et
$9000
$30000
$3000
$12000
$75000
$30000
$9000
$6000
$30000
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
81209
81309
8117109
82509
10509
10113109
11409
111509
1111209
1111709
cetera motion to conform sale motions to determine property Aaron Cohen 1Time Receive and review affidavits to be used in 3 motions to set hearings confirm sale et cetera on 8-13 Aaron Cohen I Time Receive and review request for docs answer to 75 amended complaint Bank of America request for copies Defendants motion to file amended answer receive scheduling e-mail for 8-20 Aaron Cohen 1Time E-mail to Jay regarding difficulty in covering 2 hearings on 8-20 and previous communications Aaron Cohen 1Time Receive and review e-mail from Rhonda 3 Boatwright regarding Mercantile production Aaron Cohen 1Time Letters to Jay regarding production of documents 4 from Mercantile Bank and wrong account numbers being subpoenaed gave receiver right contact person and proposed bill for research et cetera Aaron Cohen 1Time E-mail bill from Wachovia to Jay to present to 2 Receiver for docs from any subpoena Aaron Cohen 1Time Receive and review execute Motion for TRO 15 serve copies phone conference with jay review e-mail Aaron Cohen 1Time Drive to courthouse - personally file 3 Aaron Cohen 1Time Receive and review e-mail from Jay Brown 3 regarding results of hearing and new hearing dates on my motions of 1216 docket dates Aaron Cohen 1Time Receive and review 43 page motion to dissolve 15 receivership with attachments phone call to Jay Brown
$9000
$22500
$6000
$9000
$12000
$6000
$45000
$9000
$9000
$45000
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Current invoice total 1255 $376500 Less remaining credit -$98000 ($500000 credit less $402000 deducted for last invoice)
Total Due $278500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
21-Aug-09 8426059
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through August 212009 as summarized below and described in the narrative statement
SERVICES $ 920600
DISBURSEMENTS $ 22448
TOTAL THIS INVOICE $ 943048
---------shyTo ensure proper credit to the above account please indicate matter 110 0227433
alld return remittance sheet with payment in USfimds WiredJimds accepted
Akerman Senterfitt amp Eidson Operating Account co SunTrust Bank Atlanta GA
ABA Number 061000104 Account Number 0215-252207533
Reference your invoice number and matter number IRS EIN 59-3117860
AKERMAN SENTERFITI
DALLASmiddot DENVER FT LAVDERDALE JACKSOlYILLE Los ANGELES MADISON MAII NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORER VASHINGTON DC WEST PALM
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akerman Senterfitt Page 3
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Date Services Initials Hours Value
3-Aug-09 CONTINUE WORK ON V ARIOUS SUBPOENAS AND OTHER OPEN ITEMS TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER RE SAME
JAB 050 18000
4-Aug-09 FINALIZE VARIOUS SUBPOENASINOTICES COMMUNICATIONS WITH ATTORNEY FRAME REREYNOLDSANDREYNOLDSDATA
JAB 050 18000
4-Aug-09 PREPARE SUBPOENAS TO PREMIER AUTOMOTIVE REYNOLDS AND REYNOLDS ORAYROBINSON STUTSMAN THAMES DRAFT NOTICE OF SERVICE OF SUBPOENA DUCES TECUM WITHOUT DEPOSITION TO BANK OF AMERICA DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE STUTSMAN THAMES DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE ORAYROBINSON DRAFT SUBPOENA TO KIA MOTORS DRAFT SUBPOENA TO HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE HYUNDAI MOTOR AMERICA CORPORATION DRAFT NOTICE OF PRODUCTION FROM NON-PARTY RE KIA DRAFT NOTICE OF PRODUCTION FROM NONshyPARTY RE REYNOLDS AND REYNOLDS COORDINATE SERVICES OF NOTICES ON ALL PARTIES DRAFT AMENDED CERTIFICATE OF SERVICE
JSM 500 82500
5-Aug-09 COORDINATE SERVICE OF SUBPOENA ON PREMIER AUTOMOTIVE
JSM 020 3300
6-Aug-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH RECEIVER AND OTHER INTERESTED PARTIES RE DOCUMENTATIONRECORD PRODUCTION WORK ON MOTIONS IN RECEIVERSHIP
JAB 060 21600
7-Aug-09 CONTINUED WORK ON VARIOUS MOTIONS RELATED TO OPEN ISSUES IN RECEIVERSHIP
JAB OAO 14400
10-Aug-09 WORK ON VARIOUS MOTIONS RELATED TO RECEIVERSHIP
JAB 100 36000
1O-Aug-09 RESEARCH RE TRANSFERABILITY OF MOTOR RCE 100 33500
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
VEHICLE FRANCHISE AGREEMENT PREP ARE MOTION FOR DETERMINING WHETHER MOTOR VEHICLES ARE COLLATERAL OF BANK
ll-Aug-09 FINALIZE VARIOUS MOTIONS RELATED TO RECEIVERSHIP COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR VARIOUS PARTIES RE SAME
JAB 200 72000
ll-Aug-09 FINALIZE MOTION FOR DETERMINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE AND NOTICE OF EX PARTE HEARING COORDINATE SERVICE ON ALL COUNSEL OF
JSM 100middot 16500
RECORD
11-Aug-09 PREPARATION OF MOTION FOR DETERMINATION THAT MOTOR VEHICLES ARE TO BE ADMINISTERED BY RECEIVER CONFERENCE RE SCHEDULING OF HEARING DURING EX PARTE HOURS REVIEW OF EshyMAILS TO ATTORNEYS FOR DEFENDANTS RE
RCE 070 23450
SCHEDULING OF HEARINGS
12-Aug-09 FINALIZE PHELAN AFFIDAVIT IN SUPPORT OF MOTION TO SET ATTENTION TO OPEN ISSUES RE RECEIVERSHIP
JAB 100 36000
12-Aug-09 DRAFT AFFIDAVIT IN SUPPORT OF ENTRY OF ENTRY OF AN ORDER TO SHOW CAUSE
JSM 030 4950
13-Aug-09 HEARING ON MOTION TO SET POST -HEARING COMMUNICATIONS WITH INTERESTED PARTIES SUBPOENA TO JACKIE MAJORshyDUNCAN ATTENTION TO ISSUES RE REFUSAL TO ACCEPT SERVICE REVISE AND SUBMIT PROPOSED ORDER SETTING HEARINGS REVIEW CASE PLEADINGS IN PREPARATION FOR UPCOMING HEARINGS
JAB 250 90000
13-Aug-09 FINALIZE ORDER GRANTING MOTION TO SET HEARING AND FOR ENTRY OF AN ORDER TO SHOW CAUSE DRAFT LETTER TO JUDGE
JSM 050 8250
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services Initials Hours Value
SCHEMER RE PROPOSED ORDER COORDINATE SERVICE ON COUNSEL OF RECORD
13-Aug-09 REVIEW SEVERAL E-MAILS RE SCHEDULING OF HEARING ON MOTION AND PREPARATION FOR SAME
RCE 010 3350
17-Aug-09 PREP ARA TION FOR UPCOMING HEARING ON PENDING MOTIONS COMMUNICATIONS WITH RECEIVER RE SAME
JAB 170 61200
18-Aug-09 TELEPHONE CONFERENCE WITH BORROWERS COUNSEL RE OPEN ISSUES AND ITEMS FOR POSSIBLE CONSENT PREPARATION FOR HEARINGS
JAB 080 28800
19-Aug-09 CONFER WITH COUNSEL FOR BANK OF AMERICA RE DOCUMENT PRODUCTION CORRESPONDENCE TO RECEIVER RE SAME DRAFT PROPOSED ORDERS FOR TOMORROWS HEARING PREPARATION FOR HEARINGS E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH ATTORNEY SCHMITT RE PROPOSED ORDER AND OPEN ISSUES
JAB 200 72000
19-Aug-09 DRAFT ORDER GRANTING MOTION FOR DETERNIINATION THAT CERTAIN PROPERTY IS TO BE ADMINISTERED BY THE RECEIVER OF DEFENDANT PREMIER AUTOMOTIVE ON ATLANTIC
JSM 050 8250
19-Aug-09 DRAFT ORDER GRANTING RECEIVERS MOTION TO APPROVE FEES OF RECEIVER AND RECEIVERS COUNSEL AND TO ESTABLISH MECHANISM FOR APPROVAL OF FUTURE FEES AND COST
JSM 050 8250
19-Aug-09 REVIEW AND EDIT PROPOSED ORDER ON RCE 100 33500 MOTION TO REQUIRE FLORIDA DEPARTMENT OF REVENUE TO PROVIDE TAX RETURNS OF DEFENDANT PREPARE FOR HEARING ON VARIOUS MOTIONS TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK PREPARE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Date Services
20-Aug-09 PREPARATION FOR AND PARTICIPATION IN HEARINGS ON VARIOUS MOTIONS POSTshyHEARING COMMUNICATIONS WITH RECEIVER AND INTERESTED PARTIES AND ATTENTION TO FINALIZING PROPOSED ORDERS
20-Aug-09 ASSIST WITH HEARING PmiddotREPARATION
20-Aug-09 PREP ARATION FOR AND ATTENDANCE AT HEARINGS ON VARIOUS MOTIONS REVISE PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PREPARE PROPOSED ORDER OVERRULING OBJECTIONS TO RECEIVERS NOTICES OF NON-PARTY PRODUCTION REVISE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS EXCHANGE OF E-MAILS WITH MICHAEL PHELAN RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS CONFERENCE WITH J BROWN RE PREPARATION OF PROPOSED ORDERS
Initials
JAB
Hours
300
Value
108000
JSM
RCE
050
330
8250
110550
Total Services $920600
Disbursements
0811109 DUPLICATING
0811109 DUPLICATING
0811109 DUPLICATING
081209 DUPLICATING
081209 DUPLICATING
0819109 DUPLICA TING
081909 DUPLICATING
082009 DUPLICATING
082009 DUPLICATING
Total for DUPLICATING
020
8880
2940
020
1680
1540
400
1100
1900
18480
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akerman Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
21-Aug-09 8426059
Disbursements
072809 LIBRARY RESEARCH CHARGES ACCURINT 07012009- 3968 07312009
3968
Total Disbursements $22448
Total for MISCELLANEOUS LIBRARY CHARGES
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 21-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8426059
Initials Name Hours Rate Amount
JAB 1 ABROWN 1600 36000 576000
JSM J SMEEHAN 850 16500 140250
RCE R C ELLIOTT 610 33500 204350
Total 3060 $920600
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Post Office Box 4906 Bill Date 9-Sep-09 Orlando FL 32802 Bill No 8431433 Tel 407-423-4000 Fax 407-254-3593
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name PHELAN MICHAEL Matter Name PREMIER AUTOMOTIVE ON ATLANTIC LLC Matter Number 0227433
INVOICE SUMMARY
For professional services rendered through August 31 2009 as summarized below and described in the narrative statement
SERVICES $ 303250
DISBURSEMENTS $ 20374
TOTAL THIS INVOICE $ 323624
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER Fr LAICDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORillER WASHINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Date Services Initials Hours Value
21-Aug-09 ATTENTION TO POST-HEARING MATTERS AND PROPOSED ORDERS COMMUNICATIONS WITH RECEIVER AND ATTORNEY SCHMITT RESAME
JAB 080 28800
21-Aug-09 REVISE AND EDIT PROPOSED ORDER GRANTING AMENDED MOTION TO CONFIRM SALE PROPOSED ORDER ON BOOKS AND RECORDS AND PROPOSED ORDER OVERRULING OBJECTIONS TO SUBPOENAS PREP ARE E-MAILS TO OPPOSING COUNSELS RE REVIEW OF PROPOSED ORDERS REVIEW E-MAIL FROM R THAMES RE PROPOSED ORDER ON OBJECTIONS TO SUBPOENAS REVIEW E-MAIL FROM G FELTEL RE PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS REVISE AND EDIT PROPOSED ORDER ON ACCESS TO BOOKS AND RECORDS
RCE 090 30150
24-Aug-09 COMMUNICATIONS WITH ATTORNEY SCHMITT AND FOR RECEIVER RE PROPOSED ORDERS AND OTHER POST -HEARING ITEMS
JAB 030 10800
24-Aug-09 RECEIVE AND REVIEW E-MAIL FROM MICHAEL PHELAN RE DISBURSEMENT TO
RCE 060 20100
BANK OF AMERICA TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE PROPOSED ORDER ON BOOKS AND RECORDS PREPARE E-MAIL TO MR SCHMITT FORWARDING PROPOSED ORDER AND BLACKLINE
25-Aug-09 REVIEW ALL TITLE FILES CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
AGM 200 33000
25-Aug-09 REVIEW E-MAILS FROM MARK HEAL Y RE REVIEW OF BOOKS AND RECORDS EXCHANGE OF E-MAILS RE PARALEGAL
RCE 140 46900
ASSISTANCE FOR MR HEALY REVIEW EshyMAIL FROM GIL FELTEL SEVERAL TELEPHONE CONFERENCES WITH MR HEALY RE ACCESS TO BOOKS AND RECORDS TELEPHONE CONFERENCE WITH CHARLIE SCHMITT RE RECEIVERS ACCESS TO BOOKS
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterlitt Page 4
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
~ Services Initials Hours Value
AND RECORDS EXCHANGE OF E-MAILS WITH CHARLIE SCHMITT AND MR HEALEY RE ACCESS TO RECORDS PREPARE E-MAIL TO MICHAEL PHELAN RE DISBURSEMENT OF FUNDS TO BANK OF AMERICA
26-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 500 82500 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
27-Aug-09 CONTINUE TO REVIEW ALL TITLE FILES AGM 200 33000 CONTRACTS AND DATABASE AND COMPILE INFORMATION REGARDING ALL TRANSACTIONS BETWEEN PREMIER AUTOMOTIVE AND THE BANK
28-Aug-09 COMMUNICATIONS WITH ATTORNEY JAB 020 7200 SCHMITT AND RECEIVER RE STATUS OF DOCUMENTCOMPUTER SYSTEM REVIEW AND FINALIZING PROPOSED ORDER
31-Aug-09 COMMUNICATIONS WITH COUNSEL FOR JAB 030 10800 BANK OF AMERICA AND RECEIVER RE OPEN ISSUES
Total Services $303250
Disbursements Value
Total for POSTAGE 968
082409 DUPLICATING 870
Total for DUPLICATING 870
072309 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 326 0814090821109 (J BROWN - JAX)
Total for TELEPHONE 326
082409 DELIVERY SERVICE - PRIORITY COURIERS COURIER 460 SERVICES FROM ERIN COHEN TO NS JAX ON 8409
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
460
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LIC Bill Number 8431433
Disbursements
Total for DELIVERY SERVICE
082609 SERVICE OF PROCESS - SHARP PROCESS INC SERVICE 14000 OF SUBPOENAS ON BANKS (RIC W ACHOVIA RIC MERCANTILE BANK RIC VYSTAR CREDIT UNION RIC FOR SUNTRUST BANK RIC REGIONS BANK) ON 812009 RE MICHAEL PHELAN V 11-2001 LLC JSM-1902
Totalfor SERVICE OF PROCESS 14000
0831109 COURT REPORTER - GEORGIA WINEGEART amp 3750 ASSOCIATES APPEARANCE AT HEARING BEFORE JUDGE SCHEMER ON 82009 JAB-1685
Total for COURT REPORTER 3750
Total Disbursements $20374
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Aketman Senterfitt Page 6
053016 PHELAN MICHAEL As of 31-Aug-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8431433
Initials Name
AGM A G MCDONALD
JAB J A BROWN
RCE R C ELLIOTT
Total
Rate Amount
900 16500 148500
160 36000 57600
290 33500 97150
1350 $303250
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
7-Aug-09 8420605
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through July 31 2009 as summarized below and described in the narrative statement
SERVICES $ 203550
DISBURSEMENTS $ 1340
TOTAL THIS INVOICE $ 204890
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfunds
Wiredfimds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENVER FT LAliDERDALE JACKSONVILLE Los ANGELES IVLD1S0N MIAMI NEW YORK ORLAIDO
TALLAHASSEE TAMPA TYSONS CORNER WASHINGTON DC WEST PAL~I
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
9-Jul-09 COMMUNICATIONS WITH ATTORNEY FELTEL AND MESSRS PHELAN AND HEALY RE OPEN ITEMS IN RECEIVERSHIP ATTENTION TO PREPARING SUBPOENA TO REYNOLDS amp REYNOLDS
14-Jul-09 TELEPHONE CONFERENCE WITH ATTORNEY CARLA FRAME (IN HOUSE COtJNSEL FOR REYNOLDS amp REYNOLDS) RE OBTAINING RECORDS
20-Jul-09 REVIEW FEE MOTION E-MAIL CORRESPONDENCE TO ATTORNEY FRAME RE REYNOLDS AND REYNOLDS DOCUMENTS
22-Jul-09 FINALIZE MOTION TO APPROVE FEES
28-Jul-09 REVIEW ACCURINT REPORT ON PREMIER AUTOMOTIVE ON ATLANTIC LLC
30-Jul-09 TRAVEL TO AND FROM PREPARATION FOR AND P ARTICIPA TION IN CONFERENCES WITH RECEIVER AND BANK OF AMERICA REPRESENTATIVES RE OPEN ISSUES IN RECEIVERSHIP POST -CONFERENCE ATTENTION TO OPEN ISSUES
30-Jul-09 REVIEW SCHEDULES STATEMENT OF FINANCIAL AFFAIRS AND MONTHLY FINANCIAL REPORTS FOR BANK ACCOUNT INFORMATION DRAFT SUBPOENAS TO WACHOVIA AND BANK OF AMERICA
31-Jul-09 E-MAIL CORRESPONDENCE WITH CLIENT SUMMARIZING OPEN ITEMS AND STRATEGY GOING FORWARD COMMUNICATIONSCONFERENCE WITH ATTORNEY FELTEL RE SAME ATTENTION TO PREPARE SUBPOENA AND MOTIONS RELATED TO OPEN ISSUES
31-Jul-09 PREPARE SUBPOENAS
Initials
JAB
As of Bill Number
Hours
030
JAB 020
JAB
JAB
JSM
JAB
030
020
020
150
JSM 150
JAB 100
JSM 300
Page 3
31-Jul-09 8420605
Value
10800
7200
10800
7200
3300
54000
24750
36000
49500
Total Services $203550
Date Disbursements Value
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
072909 DUPLICATING 1040
073109 DUPLICATING 200
073109 DUPLICATING 100
Total for DUPLICATING 1340
Total Disbursements $1340
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 31-Jul-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8420605
Initials Name Rate Amount
JAB 1 A BROWN 350 36000 126000
JSM J SMEEHAN 470 16500 77550
Total 820 $203550
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
8-Dec-09 8454977
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through November 30 2009 as summarized below and described in the narrative statement
SERVICES $ 682400
DISBURSEMENTS $ 14004
TOTAL THIS INVOICE $ 696404
PREVIOUS BALANCE (Please disregard if already paid Includes payments received through 12809)
1761184
TOTAL NOW DUE AND PAYABLE $ 2457588
To ensure proper credit to the above account please indicate matter 110 0227433 and return remittance sheet with payment in US ftmds
Wired ftmds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAJl SENTERFITT
OALLAS DENVERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MADISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONSCORtlER WASHINGTON DC WEST PALM
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA DUCES TECUM FROM BANK OF AMERICA
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
2-Nov-09 ATTENTION TO MOTIONS TO SELL VEHICLES AND TO LOCK DOWN MERCANTILE ACCOUNTS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE SAME TELEPHONE CONFERENCE WITH GOVERNMENT AGENCY OFFICIAL RE SUBPOENA ENFORCEMENT
2-Nov-09 TELEPHONE CONFERENCE WITH MARK HEALY RE VEHICLES IN STORAGE SPREADSHEET DRAFT MOTION FOR AUTHORITY TO SELL VEHICLES AT AUCTION
2-Nov-09 PREPARE MOTION FOR TURNOVER OF TRANSFERRED PROPERTY REVIEW BANK ACCOLWTSTATEMENTSANDPREPARE CHART OF BANK ACCOUNT TRANSFERS REVIEW FLORIDA SECRETARY OF STATE WEBSITE TO DETERMINE OWNERSHIP OF US OUTFITTERS LLC AND 10-2008 LLC
3-Nov-09 PREPARATION FOR COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENA ATTENTION TO FINALIZING MOTIONS INITIAL REVIEW OF BANK OF AMERICAS MOTION TO STRIKE
3-Nov-09 TELEPHONE CONFERENCE WITH M HEALY RE VEHICLES TO BE AUCTIONED REVISE LIST OF VEHICLES
3-Nov-09 FURTHER PREPARATION OF MOTION FOR
Initials
AGM
AGM
AGM
JAB
JSM
RCE
JAB
JSM
RCE
Page 3
As of 30-Nov-09 Bill Number 8454977
Hours Value
120 19800
155 25575
055 9075
180 68400
100 16500
190 66500
120 45600
020 3300
120 42000
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akerman Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
TURNOVER OF TRANSFERRED PROPERTY MOTION FOR TEMPORARY INJUNCTION AND MOTION FOR INTERPLEADER
4-Nov-09 CONFERENCE WITH GOVERNMENT AGENCY OFFICIALS RE COMPLIANCE WITH SUBPOENA ATTENTION TO FINALIZING MOTIONS RELATED TO SALE OF PROPERTY AND MERCANTILE ACCOUNTS
4-Nov-09 PREPARE E-MAIL TO AARON COHEN FORWARDING EXHIBITS FOR MOTION
5-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEIDCLES BY AUCTION AND PROPOSED ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION E-MAIL TO M PHELAN AND M HEALY FORWARDING DRAFT MOTION
6-Nov-09 FINALIZE AND CIRCULATE MOTION TO SELL VEHICLES
6-Nov-09 FINALIZE MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION COORDINATE FILING AND SERVICE OF SANIE
9-Nov-09 COMMUNICATIONS WITH COUNSEL FOR PARTIES RE HEARING ON MOTION TO APPROVE SALE OF VEHICLES
9-Nov-09 DRAFT NOTICE OF EX PARTE HEARING COORDINATE FILING AND SERVICE OF SAME
1O-Nov-09 COMMUNICATIONS WITH MERCANTILES COUNSEL AND BANK OF AMERICAS COUNSEL RE PENDING MATTERS
10-Nov-09 REVISE ORDER GRANTING RECEIVERS MOTION FOR AUTHORITY TO SELL VEHICLES BY AUCTION DRAFT MOTION TO SET HEARING DRAFT NOTICE OF EX PARTE HEARING TELEPHONE CONFERENCE WITH JUDICIAL ASSISTANT
12-Nov-09 EX PARTE HEARING ON MOTION FOR SALE OF VEHICLES POST -HEARING E-MAIL CORRESPONDENCE TO RECEIVER RE STATUS OF CASE REVIEW NOTICE OF APPEAL
Initials
JAB
RCE
JSM
JAB
JSM
JAB
JSM
JAB
JSM
JAB
Hours Value
200 76000
010
OAO
3500
6600
050
030
050
OAO
030
080
19000
4950
19000
6600
11400
13200
150 57000
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services
12-Nov-09 COORDINATE DUPLICATION OF DOCUMENTS PRODUCED BY MERCANTILE AND W ACHOVIA FOR COUNSEL FOR BANK OF AMERICA
13-Nov-09 E-MAIL CORRESPONDENCE WITH RECEIVER RE NOTICE OF APPEAL
13-Nov-09 REVIEW DOCKET RE DATE NOTICE OF APPEAL FILED
13-Nov-09 REVIEW NOTICE OF APPEAL OF ORDER EXPANDING RECEIVERSIDP EXCHANGE OF EshyMAILS RE TIMELINESS OF APPEAL RESEARCH RE WHETHER ORDER IS STAYED PENDING APPEAL
17-Nov-09 E-MAIL TO M PHELAN AND M HEALY FORWARDING MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSHIP
18-Nov-09 CORRESPONDENCE TO ATTORNEY MOODY RE PENDING MOTION E-MAIL CORRESPONDENCE TO ATTORNEYS BARNETT AND GOULD RE SAME
18-Nov-09 REVIEW MOTION TO DISSOLVE ORDER AND VACATE RECEIVERSHIP DRAFT LETTER TO DOUGLAS MOODY REQUESTING EXHIBITS TO MOTION TO DIS SOL VE ORDER AND VACATE RECEIVERSIDP
23-Nov-09 COMMUNICATIONS RE HEARING ON MOTION TO VACATE ORDER EXPANDING RECEIVERSIDP
23-Nov-09 REVIEW NOTICE OF HEARING REVIEW CASE DOCKET
23-Nov-09 RECEIVE AND NOTICE OF HEARING ON MOTION TO DISSOLVE RECEIVERSIllP TELEPHONE CONFERENCE WITH ATTORNEY FOR BANK OF AMERICA RE HEARING NOTICE TELEPHONE CONFERENCE WITH 1 BROWN RE SCHEDULING OF HEARING TELEPHONE CALL TO JOELLE FISHER ATTORNEY FOR DEFENDANT RE HEARING TELEPHONE CONFERENCE WITH NOEL LAWRENCE RE
Initials
JSM
JAB
JSM
RCE
JSM
JAB
JSM
JAB
JSM
RCE
Hours
020
Value
3300
030
010
110
11400
1650
38500
020
080
3300
30400
0040 6600
030
010
080
11400
1650
28000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Date Services Initials Hours Value
HEARING ON MOTION TO DrSSOL VE PREPARE E-MAILS TO A TIORNEY FOR BANK OF AMERICA RE HEARING
24-Nov-09 EXCHANGE OF E-MAILS WITH ATTORNEY RCE 050 17500 FOR BANK OF AMERICA RE STATUS OF HEARING ON MOTION TO DISSOLVE RECEIVERSHIP REVIEW MOTION TO STRIKE OR MOTION TO CONTINUE HEARING ON MOTION TO DISSOLVE RECEIVERSHIP TELEPHONE CONFERENCE WITH J BROWN RE HEARING
30-Nov-09 ATTENTION TO FINALIZING RECEIVER JAB 030 11400 REPORT AND ATTACHMENTS THERETO
30-Nov-09 DRAFT LETTER TO MARK HEALY JSM 020 3300 FORWARDING ORIGINAL CERTIFICATES OF TITLE
Total Services $682400
Disbursements
110609 DUPLICATING 1680
110909 DUPLICATING 780
11110109 DUPLICATING 720
1112109 DUPLICATING 820
111709 DUPLICATING 3840
Total for DUPLICATING 7840
111009 DELIVERY SERVICE - PRIORITY COURIERS COURIER 919 SERVICES FROM ERIN COHEN TO AlS JAX ON 101909
11110109 DELIVERY SERVICE - PRIORITY COURIERS COURIER 1365 SERVICES FROM AlS JAX TO FRED TROMBERG ON 101909
Total for DELIVERY SERVICE 2284
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt Page 7
053016 0227433
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC
As of Bill Number
30-Nov-09 8454977
Disbursements
1111309 WESTLA W RESEARCH 111609 ELLIOTTRA YE 3880 JACKSONVILLE
Total for WESTLA W RESEARCH 3880
Total Disbursements $14004
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt Page 8
053016 PHELAN MICHAEL As of 30-Nov-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8454977
Initials Name Hours Rate Amount
AGM A G MCDONALD 330 16500 54450
JAB J A BROWN 950 38000 361000
JSM J SMEEHAN 430 16500 70950
RCE R C ELLIOTT 560 35000 196000
Total 2270 $682400
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
Il-Nov-09 8448452
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Number
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through October 312009 as summarized below and described in the narrative statement
SERVICES $ 1715500
DISBURSEMENTS $ 45684
TOTAL THIS INVOICE $ 1761184
-~--~-~~~---- -~-~--~-----
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in USfimds
Wiredunds accepted Akerman Senterfitt amp Eidson Operating Account
clo SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DENYER FT LUDERDALE JACKSONVILLE Los ANGElES MADISO MIAMI NEW YORK ORLANDO
TALLuASSEE TAMPA TYSONS CORNER VASHINGTON DC WEST PALM
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
18000
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
30-Sep-09 REVIEW CHARTS RECEIVED FROM RECEIVER AND DRAFT CORRESPONDENCE TO C SCHMITT REGARDING REQUESTING ADDITIONAL INFORMATION
1-0ct-09 REVISE AND CIRCULATE DRAFT LETTER RE UNACCOUNTED FOR VEHICLES TELEPHONE CONFERENCE WITH ATTORNEY FELTEL RE UPCOMING HEARINGS
2-0ct-09 COMPILE REVIEW AND ORGANIZE NUMEROUS DOCUMENTS IN PREPARATION FOR FORWARDING SAID DOCUMENTS TO OPPOSING COUNSEL
2-0ct-09 FINALIZE CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE UNACCOUNTED FOR VEHICLES E-MAIL CORRESPONDENCE TO RECEIVER RE SUBPOENA FROM BANK OF AMERICA ATTENTION TO PREPARATION FOR OCTOBER 9TH HEARINGS
5-0ct-09 COMMUNICATIONS WITH RECEIVER RE BANK OF AMERICA SUBPOENA PREPARATION FOR UPCOMING HEARINGS
6-0ct-09 REVIEW DOCUMENTS WITH MR HEALY AND ATTEND TO RESPONDING TO BANK OF AMERICA SUBPOENA AND OCTOBER 9TH HEARINGS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO OCTOBER 9TH HEARINGS
6-0ct-09 ASSISTANCE WITH PREPARATION FOR HEARING ON OCTOBER 92009
6-0ct-09 REVIEW E-MAILS RE PREPARATION FOR HEARINGS ON FRIDAY EXCHANGE OF EshyMAILS WITH J BROWN RE STATUS OF PRODUCTION OF DOCUMENTS FROM FLORIDA DEPARTMENT OF REVENUE
7-0ct-09 COMPILE AND REVIEW ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM RECEIVER AND ORGANIZE ALL SAID DOCUMENTS RESPONSIVE TO SUBPOENA
Initials
JAB
Asof Bill Number
Hours
050
JAB 050
AGM 120
JAB 120
JAB
JAB
070
180
JSM
RCE
100
020
AGM 155
Page 3
31-0ct-09 8448452
Value
18000
19800
43200
25200
64800
16500
6700
25575
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
DUCES TECUM FROM BANK OF AMERICA
7-0ct-09 FURTHER ATTENTION TO RESPONSE TO BANK OF AMERICA SUBPOENA CORRESPONDENCE TO ATTORNEYS SCHMITT AND FISHER RE SAME ATTENTION TO PREPARATION OF OCTOBER 9TH HEARINGS
7-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENlJE RECORDS CENTER RE PRODUCTION OF DOCUMENTS SUBJECT TO ORDER REQUIRING DISCLOSURE OF TAX RETURNS
8-0ct-09 PREPARATION FOR HEARINGS ON CONTINUE MOTIONS VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE DOCUMENT PRODUCTION ISSUES AND HEARING RELATED ISSUES
8-0ct-09 TELEPHONE CONFERENCE WITH FLORIDA DEPARTMENT OF REVENUE REPRESENTATIVE RE PRODUCING DOCUNIENTS PURSUANT TO ORDER REQUIRING DISCLOSURE
9-0ct-09 COMPILE AND ORGANIZE NUMEROUS DOCUMENTS RECEIVED FROM THE CLIENT IN PREPARATION FOR HEARING
9-0ct-09 PREPARATION FORAND PARTICIPATION IN HEARING ON MOTION TO EXPEND RECEIVERSHIP ATTENTION TO POSTshyHEARING ISSUES REVIEW ORDER EXPANDING RECEIVERSHIP VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ORDER AND TRANSITION RELATED ISSUES
9-0ct-09 ASSISTANCE WITH PRE-HEARING AND POSTshyHEARING MATTERS
9-0ct-09 REVIEW AND PROVIDE COMMENTS FOR PROPOSED ORDER ON EXPANSION OF RECEIVERSHIP
10-0ct-09 ATTENTION TO COMPLIANCE WITH ORDER EXPANDING RECEIVERSHIP
Initials
JAB
As of Bill Number
Hours
150
RCE 010
JAB 250
RCE 0l0
AGM
JAB
055
650
JSM
RCE
JAB
200
010
080
Page 4
31-0ct-09 8448452
Value
54000
3350
90000
3350
9075
234000
33000
3350
28800
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Date Services
12-0ct-09 TRAVEL AND FROM THE DEALERSHIP AND ASSIST RECEIVER
12-0ct-09 COMMUNICATIONS WITH RECEIVER AND COUNSEL FOR PARTIES RE ISSUES RELATED TO ORDER IMPLEMENTATION ON SITE CONFERENCE WITH RECEIVER AND JSO REPRESENTATIVES RE SAME AND PROTESTOR INTERFERENCE ANAL YSIS OF UCC FILINGS AND ATTEND TO LIEN SEARCH
12-0ct-09 REVIEW UCC REGISTRY FOR UCC FILED BY BANK OF AMERICA
12-0ct-09 TRAVEL TOFROM DEALERSHIP WITH J BROWN TO MEET WITH JSO
13-0ct-09 CONFERENCE WITH J BROWN REGARDING OF STRATEGY RELATED TO CLOSING OF KIA DEALERSHIP AND MEDIA COVERAGE
13-0ct-09 COMMUNICATIONS WITH RECEIVER RE ENFORCING ORDER EXPANDING RECEIVERSHIP AND ATTENTION TO ISSUES RELATED THERETO OUTLINE MOTION TO SELL ADDITIONAL PROPERTY AND ATTENTION TO INFERIOR LIEN TREATMENT
14-0ct-09 COMMUNICATIONS WITH MR PHELAN AND MR HEALY RE ENFORCEMENT OF ORDER EXP ANDING RECEIVERSHIP
14-0ct-09 REVIEW PUBLIC RECORDS RE JUDGMENTS UCCS AND MORTGAGES
15-0ct-09 COMMUNICATIONS WITH RECEIVER JUDGE SCHEMERS JUDICIAL ASSISTANT AND DMV REP CAROL LEWIS RE DMV RELATED ISSUES REVIEW CORRESPONDENCE FROM COUNSEL FOR FLORIDA BANK RE POTENTIAL COMPETING SECURITY INTERESTS COMMUNICATIONS WITH RECEIVER RE SAME AND OTHER ISSUES RELATED TO SATISFYING REQUIREMENTS OF ORDER EXPANDING RECEIVERSHIP E-MAIL CORRESPONDENCE TO ATTORNEYS SCHMITT FISHER AND MOODY RE PRODUCTION OF DOCUMENTS
Initials
AGM
JAB
As of Bill Number
Hours
340
350
JSM
JSM
EHT
010
150
020
JAB 180
JAB 050
JSM
JAB
150
450
Page 5
31-0ct-09 8448452
Value
56100
126000
1650
24750
6300
64800
18000
24750
162000
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt Page 6
053016 PHELAN MICHAEL Asaf 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
AND GOVERNMENT AGENCIES
lS-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGMENT AND MORTGAGE SEARCH
JSM 200 33000
16-0ct-09 VARIOUS COMMUNICATIONS WITH RECEIVER AND COUNSEL RE ISSUES RELATED TO EXPANDED ORDER INCLUDING FLORIDA BANK LETTER AND KEY TURNOVER INITIAL REVIEW OF ADDITIONAL LIEN CLAIMS ON PERSONAL PROPERTY COMMUNICATIONS WITH RECEIVER RE COMPLIANCE WITH REQUESTS FROM GOVERNMENT AGENCIES
JAB 250 90000
16-0ct-09 DRAFT MEMO SUMMARIZING UCC JUDGwIENT AND MORTGAGE SEARCH
JSM 050 8250
19-0ct-09 ANALYSIS OF UCC FILINGS JUDGMENT LIEN AND TAX LIENS ATTENTION TO RESPONSE TO GOVERNMENT SUBPOENA CONFER WITH RECEIVER RE OPEN ISSUE AND VISIT WAREHOUSE WHERE PERSONAL PROPERTY IS STORED E-MAIL CORRESPONDENCE WITH ATTORNEY BARNETT RE RETURN OF KEYS REVIEW E-MAIL CORRESPONDENCE FROM MR KAZMAN RE HIS LIST OF OPEN ISSUES REVIEW DOCUMENTS PRODUCED BY REGIONS BANK ATTENTION TO CIRCULATING SAME
JAB 450 162000
19-0ct-09 DRAFT LETTER TO CHARLES F SCHMITT AND JOELLE FISHER FORWARDING KEYS
JSM 020 3300
19-0ct-09 CONFERENCE FOR CLIENT REGARDING COMPLIANCE WITH ADMINISTRATIVE SUBPOENA REVIEWED SUBPOENA AND RECEIVERSHIP ORDER
PCM 050 19250
20-0ct-09 COMMUNICATIONS WITH RECEIVER AND MEDIA (KEN AMARO) RE CONSUMER ISSUES ATTENTION TO COMPLIANCE WITH GOY AGENCY SUBPOENA
JAB 080 28800
21-0ct-09 COMwlUNICATIONS RE PREMISES INSPECTION AND RETURN OF KEYS TELEPHONE CONFERENCE WITH ATTORNEY SKINNER RE MERCANTILE ACCOUNT FREEZE
JAB 180 64800
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt Page 7
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Date Services Initials Hours Value
TELEPHONE CONFERENCE WITH ATTORNEY CHAG RE GATEWAY ONE RETURNING UNFUND CONTRACTS COMMUNICATIONS RE COMPLIANCE WITH GOVERNMENT SUBPOENA
22-0ct-09 TRAVEL TO AND FROM DEALERSHIP AND AGM 150 24750 MEET THE RECEIVER WITH THE KEYS TO THE DEALERSHIP AND WALK AROUND DEALERSHIP WITH DEFENDANTS COUNSEL
22-0ct-09 CORRESPONDENCE TO ATTORNEY SKINNER JAB 080 28800 RE MERCANTILE ACCOUNTS COMMUNICATIONS RE COMPLIANCE WITH SUBPOENA FROM GOVERNMENT AGENCY
23-0ct-09 CONFERENCE WITH MESSRS PHELAN AND JAB 050 18000 HEALY RE OPEN ITEMS IN RECEIVERSHIP
27-0ct-09 VARIOUS COMMUNICATIONS RE JAB 080 28800 COMPLIANCE WITH GOVERNMENT AGENCY SUBPOENASffiEQUESTS
29-0ct-09 REVIEW AND ANALYZE CORRESPONDENCE JAB 050 18000 RELATED TO MERCANTILE BANK ACCOUNTS
29-0ct-09 REVIEW AND ANALYZE LETTER FROM DOUG RCE 020 6700 MOODY TO ATTORNEY FOR MERCANTILE BANK RE OWNERSHIP OF BANK ACCOUNTS CONFERENCE RE SAME
Total Services $1715500
Date Disbursements ~
Total for POST A GE 139
100609 DUPLICATING 1960
100609 DUPLICATING 480
100609 DUPLICATING 7760
100709 DUPLICATING 8880
100709 DUPLICATING 1720
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akerman Senterfitt
053016 PHELAN MICHAEL 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC
Disbursements
100809 DUPLICATING
100909 DUPLICATING
1021109 DUPLICATING
102209 DUPLICATING
102309 DUPLICATING
Total for DUPLICATING
100609 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 1021109 (J BROWN - JAX)
100809 TELEPHONE SOUNDPATH LEGAL CONF CALL INV 10121109 (J BROWN JAX)
Total for TELEPHONE
1011409 OTHER TRAVEL EXPENSES - JENNIFER S MEEHAN MILEAGE FOR TRAVEL TO PREMIER AUTOMOTIVE ON ATLANTIC FOR MEETING WITH JSO RE ENFORCEMENT OF ORDER EXPANDING RECEIVERSHIP ON 101209 JMshy1902
Total for OTHER TRAVEL EXPENSES
1011309 COURT REPORTER RILEY REPORTING amp ASSOCIATES INC ATTENDANCEATHEARINGBEFORE HONORABLE JACK M SCHEMER ON 9909 JM-0902
Total for COURT REPORTER
Page 8
As of 31-0ct-09 Bill Number 8448452
7820
040
600
640
040
29940
1417
363
1780
825
13000
13000
Total Disbursements $45684
825
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt Page 9
053016 PHELAN MICHAEL As of 31-0ct-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8448452
Initials Name Hours Rate Amount
AGM A G MCDONALD 820 16500 135300
EHT E H TRENT 020 31500 6300
JAB JABROWN 3850 36000 1386000
JSM J S MEEHAN 880 16500 145200
PCM PCMARSH 050 38500 19250
RCE R C ELLIOTT 070 33500 23450
Total 5690 $1715500
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Post Office Box 4906 Orlando FL 32802 Tel 407-423-4000 Fax 407-254-3593
Bill Date Bill No
6-0ct-09 8438754
MICHAEL PHELAN MICHAEL MOECKER amp ASSOCIATES INC 6861 SW 196 AVENUE - SUITE 201-04 FORT LAUDERDALE FL 33332
Client Name Matter Name Matter Nnmber
PHELAN MICHAEL PREMIER AUTOMOTIVE ON ATLANTIC LLC 0227433
INVOICE SUMMARY
For professional services rendered through September 30 2009 as summarized below and described in the narrative statement
SERVICES $ 142000
DISBURSEMENTS $ 000
TOTAL THIS INVOICE $ 142000
To ensure proper credit to the above account please indicate matter no 0227433 and return remittance sheet with payment in US fimds
Wiredfunds accepted Akennan Senterfitt amp Eidson Operating Account
co SunTrust Bank Atlanta GA ABA Number 061000104
Account Number 0215-252207533 Reference your invoice number and matter number
IRS EIN 59-3117860
AKERMAN SENTERFITT
DALLAS DpYERmiddot FT LAUDERDALE JACKSONVILLE Los ANGELES MAOISON MIAMI NEW YORK ORLANDO
TALLAHASSEE TAMPA TYSONS CORNER WASIIINGTON DC WEST PALM
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt Page 3
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
~ Services
2-Sep-09 COMMUNICATIONS WITH RECEIVER AND DEFENDANTS COUNSEL RE OPEN ISSUES
3-Sep-09 COMMUNICATIONS WITH RECEIVER RE STATUS OF RECORD REVIEW INITIAL REVIEW OF VYSTARRECORDS
4-Sep-09 TELEPHONE CONFERENCE AND E-MAIL CORRESPONDENCE WITH COUNSEL FOR DEFENDANTS RE PROPOSED ORDER ON DOCUNIENT PRODUCTION COMPUTER RECORDS ETC
ll-Sep-09 REVIEW PROPOSED REVISIONS TO PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS MADE BY ATTORNEY FOR 11-2001 PREPARE E-MAIL TO ATTORNEY FOR 11-2001 RE DISAGREEMENT WITH REVISIONS
14-Sep-09 REVISE AND EDIT PROPOSED ORDER REQUIRING ACCESS TO BOOKS AND RECORDS PREPARE E-MAIL TO DEFENDANTS ATTORNEY FORWARDING PROPOSED ORDER PREPARE LETTER TO JUDGE FORWARDING PROPOSED ORDER FOR SIGNATURE
17-Sep-09 E-MAIL CORRESPONDENCE TO RECEIVER RE DOCUMENT PRODUCTION SUBPOENAS AND OTHER ISSUES IN DOCUMENT PRODUCTION
17-Sep-09 REVIEW E-MAIL FROM G FELTEL RE INFORMATION FROM DEPOSITION
IS-Sep-09 E-MAIL CORRESPONDENCE AND TELEPHONE CONFERENCE WITH RECEIVER RE MISSING VEHICLES AND DOCUNIENT PRODUCTION
22-Sep-09 FINALIZE NOTICE OF PRODUCTION IN RESPONSE TO REQUESTS ON THIRD PARTY SUBPOENAS
24-Sep-09 COMMUNICATIONS WITH RECEIVER RE MISSING VEHICLES RECEIVER REPORT AND STATUS OF DOCUMENT REVIEW
29-Sep-09 REVIEW MISSING CARS LIST TELEPHONE CONFERENCE WITH MESSRS HEALY AND PHELAN RE SAME E-MAIL
Initials
JAB
JAB
JAB
Hours
050
050
030
RCE 030
RCE 040
JAB
RCE
JAB
JAB
JAB
JAB
030
010
030
030
020
OSO
Value
lS000
lS000
10S00
10050
13400
10S00
3350
10S00
10S00
7200
28S00
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akennan Senterfitt Page 4
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Nmnber 8438754
Services Initials
CORRESPONDENCE TO ATTORNEY COHEN RE MERCANTILE BANK SUBPOENA
Total Services $142000
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Akerman Senterfitt Page 5
053016 PHELAN MICHAEL As of 30-Sep-09 0227433 PREMIER AUTOMOTIVE ON ATLANTIC LLC Bill Number 8438754
Initials Name Rate Amount
JAB J A BROWN 320 36000 115200
RCE R C ELLIOTT 080 33500 26800
Total 400 $142000
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Exhibit 2
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
IN THE CIRCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
vs
GWINNETT LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC a Florida limited liability company PREMIER CHRYSLER JEEP DODGE LLC a Georgia limited liability company
Case No 16-2008-13005PREMIER AUTOMOTIVE ON ATLANTIC LLC a Florida limited liability company PREMIER
Division CV-EAUTOMOTIVE AT THE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTING LLC an administratively dissolved Florida limited liability company INFINIQUEST LLC a Delaware limited liability company SAM KAZRAN an individual JOSHUA FARID an individual ARAM ASKARIFAR an individual and ONYYX DEVELOPMENT GROUP LLC a Florida limited liability company
Defendants
---------------------------------I
PILED JUN 05Z009
--=-- i1 CLERK ClncUI~
BANK OF AMERICA NAS MOTION TO COMPEL RECEIVERS COMPLIANCE WITH THE MAY 142009 ORDER APPOINTING RECEIVER
Plaintiff Bank of America NA (the Bank) by and through undersigned
counsel moves to compel the Receiver Michael Phelans compliance with the Courts
May 14 2009 Order appointing receiver As grounds therefore the Bank would show
1 On May 14 2009 after hearing evidence and the argument of counsel the
Court entered its Order Appointing Receiver As To 11middot2001 And Denying Without
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
Prejudice Appointment Of A Receiver As To Premier Chrysler Jeep Dodge LLC (the
Order) In relevant portion the Order expressly directs the appointed Receiver for
Defendant 11-200I LLC Michael Phelan to discharge his duties as follows
a The Receiver will promptly take possession of all accounts chattel paper deposit accounts documents (including all negotiable and non-negotiable documents of title covering any Collateral) equipment general intangibles intellectual property instruments and inventory (including all materials work in progress and finished goods) whether now owned or existing or hereafter acquired wherever located an insurance policies insurance proceeds books and records relating to the foregoing and cash and non-cash proceeds and products thereof as such terms may be defined by Revised Article 9 of the Uniform Commercial Code (collectively the Collateral)
b For all such Collateral taken into possession by the Receiver including but not limited to automobile vehicle inventory the Receiver will marshal such assets at a location other than the dealership business location For Collateral consisting of books and records of 11-2001 LLC the Receiver will be provided full access (as set forth below) to such records but will only take possession of and marshal copies of such records as required by the Receiver for discharge of his duties hereunder
Order Paragraphs 3(a) and (b)
2 Notwithstanding the Courts express direction to the Receiver to
promptly take possession of aU of the Collateral and marshal it away from the dealership
location some 22 days ago the Receiver has simply failed or refused to do so
3 Instead all of the Collateral remains at the dealership Rather than
marshal the Collateral offsite in preparation for commercially reasonable liquidation
activities as required by the Order the Receiver has instead ignored the express terms of
the Order and attempted to sell a substantial portion (the new car inventory) of the
Collateral back to a sister company of 11-2001 based on a purchase offer made to the
Receiver at the hearing appointing the Receiver See First Report of Receiver as to
Defendant 11-2001 (a copy of which is attached as Exhibit A)
2
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
4 The Receiver has not reported and apparently has not taken any other
actions to determine the market value of the Collateral the Receiver proposes to sell shy
other than relying on the information provided by Defendant 11-2001 Receiver prefers
to sell that Collateral to an affiliate of the debtor without ever determining through an
auction or any other third party marketing tool just what type of price that Collateral
might bringmiddot This is not commercially reasonable is contrary to the express terms of the
Order and damages the Banle
5 In addition to attempting to dispose of the new vehicle collateral without
ascertaining its market value the Receiver has utterly failed to marshal or remove any of
the other assets comprising the CollateraL With the exception of placing an
administrative hold on an 11-2001s bank account the Receiver has apparently
completely failed to ascertain the location of or marshal any of the other Collateral
contained within the Courts Order As set forth in Exhibit A Receiver intends to
commence its duties with respect to the other Collateral only after it completes the
proposed vehicle sale to debtors affiliate Again this is not commercially reasonable is
contrary to the Order and damages the Bank
WHEREFORE the Bank respectfully requests this Court enter an Order
a Compelling ReceiverS strict compliance with its responsibilities laid out
in the terms and conditions of the original Order
b Setting appropriate milestone dates for Receivers prompt compliance
c Directing the Receiver to undertake and document its activities aimed at
marshaling the Collateral and determining the market value for that
Collateral
3
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
d Directing the Receiver to reimburse the Bank for its fees and costs in
bringing this motion and
e Providing the Bank such other and further relief as the Court deems
appropriate up to and including appointment of a replacement receiver to
carry out the original order~
Respectfully submitted this ~ day of June 2009
By-+____~~~~~_________
Florida Bar Number 993603 David D Bums Florida Bar Number 878081 One Independent Drive Suite 1700 Jacksonville FL 32202 (904) 598-00341 (904) 598-0395 Facsimile gfelteltannerbishop1awcom
Attorneys for Bank ofAmerica NA
CERTIFICATE OF SERVICE
The undersigned attorney hereby certifies that on June ~009 a true and correct copy of the foregoing was served via US Mail on Richard R Thames Esq 50 N Laura St Suite 1600 Jacksonville FL 32202 Michael R Freed Esq Brennan Manna amp Diamond 800 W Monroe Street Jacksonville FL 32202 Robert D Wilcox Esq Wilcox Law Firm 4190 Belfort Road Suite 315 Jacksonville FL 32216 Bohdan Neswiacheny Esq Law Office of Bohdan Neswiacheny 151 College Dr Suite 5 Orange Park FL 32065 Walter D Moody Jr Esq Myers amp Fuller PA 2822 Remington Green Circle Tallahassee FL 32308-3769 Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207 Jacob A Brown Akerman Senterfitt 50 N Laura Street Suite 2500 Jacksonville Florida 32202 A ~
--+I-------A-tt-o-m-e-y-~--~~-----------00013193doc
4
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
i EXHIBIT A I
i
5
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
11-2001 LLC Case l6-2008~l3005 Div CV-E
First Report ofReceiver Michael Phelan May 21 2009
Receiver Michael Phelan was appointed by Judge Schemer on May 14 2009 A copy of the Judges order is attached as Exhibit A
Receivers Initial Duties
TIle Receiver was appointed to take inunedlate control ofall assets ofthe dealership and to liquidate those assets in any orderly manner The judge also granted the Receiver full access to the books and records of the dealership with the understanding that the Receiver could copy orprint out from the computer file but could not remove any original recOrd
Receiver Engages Counsel
The Receiver engaged Jacob Brown ofAkerman Senterfitt to represent him in this case Mr Brown will also be assisted by Raye Curry Elliot of Akerman Senterfitt
Dealership Inventory Issues
At the appointment hearing the Receiver was presented with an offer to purcbase 41 vehicles for $397500 The Receiver verified and inspected the 41 vehicles located between the two Iacksonville dealerships The Receiver also identified three additional floor planned vehicles The Receiver verified that the prices offered were reasonable quick sale prices and the funds were not coming from any named party to the lawsuit The Receiver has filed a motion to approve sale which will be heard on May 272009 A copy of the sale motion is attached as Exhibit B The buyer Jacksonville Auto Mall LLC has wired $350000 to the Receiver Trust Account
Other Assets
The Receiver identified three Mercantile Bank Accounts in the Name of 11-2001 LLC and blocked access to them There is about $60000 in those accounts The parts
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
inventory and FFampE are still on the premises The receiver anticipatesan imminent offer for that property ill sitll
Books and Records
The Receiver bas requested an accounts receivable aging a parts inventory listing and a backup of the computer file Those have been promised by the dealership but not yet received
Inventory Reconciliation
Once the above open items have been resolved the Receiver win proceed to reconciliation ofthe banks inventory records with the dealerships inventory records
Receipts and Disbursements ofReceiversbjp
The Receiver has received $350000 and expects further payment of5l47500 and about $30000 for vehicle inventories No further asset sales are pending yet The receiver bas not disbursed any funds to date Estimated fees and expenses of the Receiver to date are $5000 Estimated fees and expenses ofReceivers counsel to date are 53000
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
CO~1
IN THE C(RCUIT COURT OF THE FOURTH JUDICIAL CIRCUIT IN AND FOR DUVAL COUNTY FLORIDA
CASE NO 2008middot3005-CA DIVISION CVmiddotE
BANK OF AMERICA NA a nationally chartered banking association
Plaintiff
VS
GWlNNETI LLC an administratively dissolved Florida limited liability company SUMMIT AUTOMOTIVE GROUP LLC a Florida limited liability company 11-2001 LLC u Horida limited liability company PREMIER CHRYSLER JEEP DODGE LLC Il Georgia limited liability company PREMIER AUTOMOTIVE ON ATLA~rrIC LLC a Florida limited liability company PREMIER
AUTOMOTIVE A r TIlE AVENUES LLC a Florida limited liability company NORTHSIDE CONSULTINO LLC an ndminiSlralivcLy dissolved Florida limited liability company TNFINfQUEST LLC a Delaware limited liability compnny SAM KAZRAN an individual JOSHUA FARlO an individual ARrJVt ASKARIFAR an individul and ONYYX DEVELOPMENT GROUP LLCa Florida Iimhed liability comptm
Defendants
I-__-------shyEMERGENCY MOTION TO CONFIRM SALE OF VEHlCLES
The Receiver Michad Phelan by and through his undersigned counsel moves this Court
for an ortler continuing the sale of cenain motor vchides (as described herein) and in support
thereof Slates liS follows
jJA4S5i9611
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
1 This Court appointed Michael Phelan the Receiver of Defendant 11-200 J LLC
(Premier Atiantic1 by Order dated May 141009
2 The Receiver has received an offer from Jacksonville Auto Mall LLC in the
amount of $39700000 for the purchase of forty-one (41) Hyundai motor vehicles that the
Receiver took possession of from 11-2001 LtC (the Vehicles) A list of the Vehicles and a
COP) of the written offer 10 purchase from Jacksonville Auto Mall LLC are attached hereto and
incorporated herein as Composite Exbibit A
3 The Receiver feels that this offer is reasonable nnd that it is in alt hltercsted
panics best interest 0 proceed WIth a sale oftne Vehicles to Jacksonville Auto Mall LLC
4 FurthennoTe the Receiver intends 10 sell to Jacksonville AUla Mull LLC tlle
additional three (3) Hyundai motor vehicles specifically the 2009 Hyundai Accent GLS VIN
284935 2009 Hyundai Accent GLS VIN 285548 nnd 2009 Hyundai Sonata VIN 440485 (the
Additional VehiclesU) tbai are described al tJlI bottom of the list attached hereto for a price (0
be agreed upon
5 tvlr Kazmn has confinned that all funds for the purchase of the Vehicles and
Additional Vehicles nre not Collatcrdl nor arc such funds being provided by any of Premier
Chrysler Jeep Dodge LLC 11-2001 LLC Sunlmit Automotive Group LtC Gwinnett LLC or
Premier AutuIllotive on Atlantic LLC
6 While there are nltematives mechanisms for Ihe sale of the Vehicles and
Additional Vehicles including but notlimiled to an auction with competitive bidding there is
also uncertainty us to the net amount to be received through such alternative sale mechanisms
and there is no guaranty that such alternatives would result in a higher net yield
WHEREFORE the Receiver Michael Phelan respectfully seeks the cntry of an Order
confinning his authorization to sell the Vehicles 0 jacksonville Auto Mall LLC for $39700000
1~SS19611
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
and to sell the Additional Vehicles to Jacksonville Auto Mall LLC for a price 10 be agreed upon
in the fonn attached hereto as Exhibit nand for such other and funher relief as may be just and
proper
Dated May ) I 2009 AKERMAN SENTERFRT -~~ ~
By --14QlfA BroWn FJtfrlda B- No 0170038 JSO North Laura Street Suite 2500
l Jacksollville FL 32202 Telephone (904) 7~8middot3700 Facsimile (904) 798-3730 Emailjaeobbrownakermancom
A nORNEYS FOR RECE1VER MICHAEL PHELAN
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207
middot
CERTlFICATE OF SERVICE
I HEREBY CERTIFY that a copy of the foregoing was furnished by facsimile and Us Mail postage prepaid and properly addressed this 21 day of May 2009 to
Gilbert L Fellel Esq One Independent Drive Suite 1700 Jacksonville FL 32202
Charlie Hawkins Esq Harris B Winsbcrg Esq 600 Peachtree Street NE Suite 5200 Atlanta GA )0308
Michael R Freed Esq 800 West Monroe Street Jacksonville FL 32202
Roben D Wilcox Eliq 4190 Selfort Road Suite 315 Jacksonville FL 32216
Richard R Thames Esq 50 N Luura Street Suite 1600 Jacksonville FL 32202
Michael Phelan 6861 SW 196 Ave Building 200 Fort Lauderdale FL 33332
Bohdan Neswiacheny Esq 151 College Dr Suite 5 Orange Park FL 32065
WalterD Moody Jr Esq 2822 Remington Green Circle Tallahassee FI- 32308-3769
Fred Tromberg Esq 4925 Beach Blvd Jacksonville FL 32207