S&M Distributors, Inc.

CourtUnited States Bankruptcy Court, S.D. Texas
DecidedMay 16, 2022
Docket21-33133
StatusUnknown

This text of S&M Distributors, Inc. (S&M Distributors, Inc.) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, S.D. Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
S&M Distributors, Inc., (Tex. 2022).

Opinion

IN THE UNITED STATED BANKRUPTCY COURT May 16, 2022 FOR THE SOUTHERN DISTRICT OF TEXAS Nathan Ochsner, Clerk HOUSTON DIVISION

IN RE: § § CASE NO: 21-33133 S&M DISTRIBUTORS, INC., § § Debtor. § § § CHAPTER 11

MEMORANDUM OPINION

On March 25, 2022, Rio Grande Food Products, Inc. (“Rio Grande”) filed a Motion for Allowance of Administrative Expense Claim Pursuant to 11 U.S.C §503(b)(3)(a) and (b)(4) (ECF No. 72) for the attorneys’ fees incurred for filing the involuntary petition that started this case. The debtor opposed a substantial portion of its recovery. The Court sustains the objection in part.

BACKGROUND

On September 27, 2021, a Chapter 7 Involuntary Petition was initiated against the debtor, S&M Distributors, Inc. (hereinafter “debtor” or “S&M”) by petitioning creditor, Rio Grande Food Products, Inc. (hereinafter “Rio Grande”). Rio Grande had obtained a judgment in the United States District Court for the Southern District of Texas in the amount of $558,962.03. Its counsel in that litigation was Morgan, Lewis & Bockus, LP and its local counsel in this bankruptcy case, Kane Russell Coleman Logan, P.C.

In the District Court litigation on October 16, 2018, Rio Grande Food Products, Inc., petitioner, brought an action against S&M Distributors, Inc. in the United States District Court of the Southern District of Texas in case styled as Rio Grande Food Products, Inc., versus S&M Distributors, Inc., Civil Action 4:18-cv-03831 for trade dress infringement, false advertising, false designation of origin, unfair competition, misappropriation of goodwill, and unjust enrichment.

Rio Grande alleged to be the exclusive distributor of products made by Lido, S.A. de C.V. sold under the LIDO brand in the United States. Prior to 2018, S&M purchased LIDO products from Rio Grande and distributed those products in the United States. In February 2018, S&M stopped purchasing LIDO products from Rio Grande and began purchasing LIDO products from a company known as 503. Rio Grande brought the district court action in an effort to curtail the importation of gray market goods by S&M.

On December 14, 2018, defendants Cyclone and S&M filed a motion to consolidate cases.1 The motion was granted, and the case was consolidated and styled as Rio Grande Food Products, Inc., versus Cyclone Enterprises, Inc, and S&M Distributors, Inc., Civil Action 4:18-cv-03265.

1 Case 18-cv-03625, Docket 22 1 / 9 For a period of time, the debtor S&M vigorously pursued discovery in the district court action, including serving written discovery on Rio Grande, deposing key witnesses, and filing a motion for summary judgment.2

On June 18, 2020, S&M failed to appear for a Rule 30(b)(6) deposition, violating the District Court’s order permitting Rio Grande to depose S&M. S&M failed to provide an excuse for why it was not be available for deposition. On June 25, 2020, counsel for S&M filed a Motion to Withdraw as Counsel, citing as the basis “S&M has failed to respond to numerous attempts by attorneys to communicate with it for several months” and that S&M had not paid for legal services since December 2019.3 On July 10, 2020, the district court entered an order granting the motion to withdraw,4 and no other counsel entered an appearance on behalf of S&M.

As a result of the failure to participate, the District Court issued Judgment5 on October 14, 2020, ordering S&M to pay $177,985.00 for its trademark infringement, false designation of origin, and false advertising relating to its sale of the grey market Lido Brand products. S&M was further ordered to pay $280,567.00 for its trade dress infringement of the Rio Grande Trade Dress, and attorney’s fees in the amount of $153,951.40. S&M was permanently enjoined from (a) selling, offering for sale, or importing Lido Brand products obtained from a source other than Rio Grande in the United States, (b) selling or offering for sale tamales in the Oriente packaging, (c) using the Rio Grande trade dress, (d) using a trade dress that is confusingly similar to the Rio Grande trade dress, (e) stating or implying that Rio Grande is not the exclusive distributor of Lido Brand products in the United States.

On July 26, 2021, a Writ of Garnishment6 was issued allowing Rio Grande to recover from Chase Bank the sum of $52,791.37 from the funds of S&M Distributors. No other action has since been taken in the district court case, all of which was the prelude to the filing of the involuntary case.

At the initiation of the involuntary petition a summons7 was issued to the debtor on the involuntary petition, no answer was filed, and a default order for relief was entered on the involuntary petition. However, between the issuance of the summons and the Order granting relief, the Court received correspondence8 from Santos Basilio Contreras, the principal of the debtor. The debtor remained unrepresented and failed to legally respond to the summons until January 19, 2022, when counsel appeared9 for the debtor. Thereafter, counsel sought by various motions10 to collaterally attack the default order of relief, which had already become final and non-appealable.

2 Case 18-cv-03625, Docket 46 3 Case 18-cv-03625, Docket 114 4 Case 18-cv-03625, Docket 119 5 Case 18-cv-03625, 126 6 Case 18-cv-03625, ECF No. 144 7 As the Court explained during the hearing, it is aware of the difficulties that counsel experienced obtaining a summons in this case. Involuntary cases are not usual fare for the Clerk’s office and the issuance was difficult. The Court therefore has been generous in the allowance of time for this process, which at least on paper looks like it took an inordinate and therefore unrecoverable amount of time. 8 ECF Nos. 6 and 11. 9 ECF No. 20. 10 ECF No. 23, 24, 26. 2 / 9 These attempts were universally unsuccessful and ultimately the debtor converted this case to Chapter 11.11 The applicant Rio Grande now seeks an award of attorney’s fees and costs totaling $48,964.94 as an administrative expense.12

The involuntary petition was filed on September 27, 2021, and an order of relief was entered by the Court on December 13, 2021.13 As set forth above, the debtor then obtained counsel, who filed numerous pleadings, including an answer,14 a motion to set aside the order for relief,15 and a motion to dismiss.16

LEGAL STANDARD Under the American Rule, each party pays its own attorney’s fees arising out of litigation. An exception exists when specific authority is granted by statute, or a contract states otherwise.17 In this case attorney’s fees are recoverable under 11 U.S.C § 503(b)(3)(a) and (b)(4).18 The applicant’s counsel in the previous litigation was Morgan, Lewis & Bockus, LP (“Morgan”) and local counsel, Kane Russell Coleman Logan, P.C. (“Kane”). As part of its efforts to collect on the judgment, Rio Grande continued to use both firms for the involuntary petition, especially since Kane employs experienced bankruptcy counsel.

Kane is requesting fees for services rendered from August 1, 2021, through February 28, 2022, which includes time through the hearing and ruling on the motion to dismiss, in the amount of $32,693.50 and expenses of $1,450.94, totaling $34,144.44. Morgan is requesting fees for services rendered from August 1, 2021, through March 1, 2022, in the amount of $12,620.50. Morgan is not requesting any reimbursement of expenses. After hearing, and the evidence admitted, the Court grants an administrative claim as follows.

ANALYSIS

Applicant seeks reimbursement of its attorneys’ fees and expense under 11 U.S.C. § 503

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