Staff Mgmt. Grp. LLC v. Feltman (In re Corporate Res. Servs., Inc.)

595 B.R. 434
CourtDistrict Court, S.D. Illinois
DecidedJanuary 25, 2019
DocketNo. 15-12329 (MG); No. 17-CV-8254 (RA)
StatusPublished
Cited by10 cases

This text of 595 B.R. 434 (Staff Mgmt. Grp. LLC v. Feltman (In re Corporate Res. Servs., Inc.)) is published on Counsel Stack Legal Research, covering District Court, S.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Staff Mgmt. Grp. LLC v. Feltman (In re Corporate Res. Servs., Inc.), 595 B.R. 434 (S.D. Ill. 2019).

Opinion

Ronnie Abrams, United States District Judge *437This appeal concerns whether lawyers for two defendants in this bankruptcy action, A. Mitchell Greene and the law firm Robinson Brog, should be disqualified. The United States Bankruptcy Court for the Southern District of New York answered this question in the affirmative, concluding that counsel's pecuniary interest in a client, and the possibility that Greene would be called to testify against his clients' interests, violated New York Rules of Professional Conduct 1.8(i), 1.10(a), and 3.7.

In granting the Trustee's motion for disqualification, the bankruptcy court cited egregious conduct by counsel during discovery, including the withholding of critical documents and information. Although the bankruptcy court noted that this misconduct created a likelihood of trial taint, it also made clear that its disqualification decision was based, not on counsel's purported discovery violations, but their violation of the foregoing rules of professional conduct.

This Court, like the bankruptcy court, is troubled by counsel's alleged misconduct during discovery, as well as the possibility that this conduct was motivated by counsel's pecuniary interest in the case. Nonetheless, for the reasons that follow, the Court respectfully disagrees with the bankruptcy court's determination that counsel violated the particular ethical rules cited by it as the basis for disqualification. The judgment of the bankruptcy court is therefore reversed and this case is remanded for proceedings consistent with this opinion.

FACTUAL BACKGROUND

This section is based on undisputed facts found within the record, and details only those facts necessary to resolve the instant appeal.

I. CRS's Collapse

The debtors in this action, Corporate Resource Services, Inc. ("CRS") and its related entities, were providers of employment and human resource personnel for other companies. See 2014 Asset Purchase Agreement between Staff Management Group and Diamond Staffing Services at 1 (Dkt. 19-2, Ex. A). On January 31, 2014, Staff Management Group, LLC ("Old SMG"1 ) sold its name and business to Diamond Staffing Services, Inc., d/b/a CRS, for $10 million. Dkt. 19-2, Ex. A ¶ 2.1. Of this $10 million, $5 million was to be paid at the sale's closing, and the other $5 million was contracted to be paid over 24 months pursuant to an unsecured promissory note guaranteed by CRS (the "Note"). Id. ¶¶ 2.2(a)-(b).

Following a series of financial difficulties at CRS, on November 30, 2014, this company breached various covenants of its loan agreements with its lender, Wells Fargo Bank. See Appellants' Decl. for Emergency Stay ¶ 11 (Dkt. 4). Shortly after breaching these covenants, CRS learned, and reported in its January 27, 2015 8-K, that its payroll provider and affiliate, TS Employment Inc., had previously undisclosed tax liabilities of over $100,000,000. Id. ¶ 13. Subsequently, on February 1, 2015, CRS defaulted on its *438payment of the Note to Old SMG, with $2.9 million still owed on this debt. Dkt. 19-2 ¶ 75.

On February 4, 2015, CRS appointed a Chief Restructuring Officer, Robert Riiska, to help sort out its financial problems. Dkt. 4 ¶ 16. A week later, Riiska began sending out termination notices to CRS's customers, informing them that they had thirty days to replace CRS as their source for staffing services. Id ¶ 17. On February 12, 2015, CRS also failed to cure its default to Old SMG on the Note. Id.

In mid- to late February 2015, Bond Street Group, LLC ("Bond Street"), represented by the law firm Robinson Brog, expressed interest to Riiska in buying certain assets of CRS. Id. ¶ 19. In order to facilitate this transaction, Bond Street designated a new entity, Staff Management Group LLC ("New SMG") to purchase Old SMG.2 Appellants' Br. at 11. This entity was composed of many of the previous partners of Old SMG, who sought to re-purchase the name and staffing of their original business. Dkt. 4 at 10-13. On March 9, 2015, Bond Street, through New SMG, purchased Old SMG from CRS for $250,000, and caused the remaining balance on the Note to be cancelled. Id. ¶ 37; Dkt 19-2 ¶ 72.

II. Greene's Interest in Old SMG

In order to help facilitate Old SMG's acquisition, New SMG raised $9,000,000 from various individuals. Dkt. 4 ¶ 34. On March 9, 2015, A. Mitchell Greene, a partner at Robinson Brog and the brother of Bond Street principal Eugene Greene, id. ¶ 19, loaned $300,000 to New SMG, consisting of 3.3% of its total acquisition amount, id. ¶ 34. On March 31, 2015, Greene also purchased 4% of the outstanding equity in New SMG for $250,000, which entitled him to class "B" non-voting membership units. Id ¶¶ 9, 33. On June 12, 2015, Greene's loan was repaid with interest. Id. ¶ 35.

PROCEDURAL BACKGROUND

The Adversary Proceeding

On February 2, 2015 and July 23, 2015, the debtors in this action filed Chapter 11 petitions in the U.S. Bankruptcy Court in the Southern District of New York and the District of Delaware, the latter petitions which were then transferred to New York. See Bankruptcy Court Opinion at 4-5 (Dkt. 17-22). On September 22, 2015, James S. Feltman was named Trustee for the debtors. Dkt. 19-2 ¶ 13. Pursuant to Bankruptcy Rule 2004, pre-suit discovery began shortly thereafter. Dkt. 17-22 at 6. On May 24, 2016, Greene, on behalf of Robinson Brog, filed a notice of appearance on behalf of Old and New SMG (collectively, the "Appellants") in the Chapter 11 case. See Trustee's Motion to Disqualify Robinson Brog and Greene (Dkt. 19-4) ¶ 4. As part of its Rule 2004 discovery demands, the debtors sought documents concerning, among other things, the 2015 purchase of Old SMG by New SMG. Dkt. 19-5 (Discovery Demands) at 52-54. In response, Robinson *439Brog produced 4,406 pages of materials on Appellants' behalf. Dkt. 19-4 ¶ 5.

On August 23, 2016, the Trustee brought an adversary proceeding (the "adversary proceeding") against Appellants asserting causes of action under the Bankruptcy Code for fraudulent conveyance and temporary disallowance of bankruptcy claims. See Dkt. 19-2. According to the Trustee, New SMG had purchased Old SMG at an artificially low price, as reflected by CRS's original purchase of this entity on January 31, 2014 for $10 million, and Old SMG's subsequent sale to New SMG on March 9, 2015 for only $250,000. Id at 2-4. Based on this, the Trustee seeks "to avoid the 2015 transfer of [Old SMG] and to recover the $10 million value of the business that was conveyed to [New] SMG for, at most, $3.5 million ($250,000 plus forgiveness of at most approximately $2.9 million of debts)." Id at 3. In response, Appellants argue that Old SMG had "been decimated by CRS" during its brief ownership of this entity, and Old SMG's 2015 sale price matched its actual worth at that time. Appellants' Br. at 7; Dkt. 4 at 10.

Fact Discovery and Robinson Brog's Discovery Conduct

On May 22, 2017, fact discovery commenced in the adversary proceeding. Dkt. 19-4 ¶ 8.

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595 B.R. 434, Counsel Stack Legal Research, https://law.counselstack.com/opinion/staff-mgmt-grp-llc-v-feltman-in-re-corporate-res-servs-inc-ilsd-2019.